Corporate Taxation

Question 1

How is shareholder basis calculated for a new interest in a Corporation?

Answer 1

Adjusted basis of property transferred
+ Gain recognized (if less than 80% ownership)
- Boot received
= Shareholder basis.

Not taxable if shareholders have 80% control after a property transfer.

If liabilities exceed basis on contributed property to a Corporation, a gain is recognized.

Gain recognized is lesser of:

1) realized gain, or
2) boot received

Question 2

Describe how loss is taken on Section 1244 small business Corporation stock?

Answer 2

A loss on worthless stock is an ordinary loss.

Question 3

What are the requirements for taking an ordinary loss on Section 1244 small business Corporation stock?

Answer 3

Taxpayer must be ORIGINAL stock owner, and either an individual or partnership

$50k (single) or $100k (MFJ) limit - remainder is Capital Loss

Must have been issued in exchange for money or property (not exchanged for services)

Shareholder equity must not be in excess of $1 million

Both common and preferred stock is allowed

Question 4

What are the basic rules for filing a form 1120?

Answer 4

Return is due regardless of income level

Return is due 3/15 if on a calendar year basis, or 2 1/2 months after end of fiscal year

An automatic six-month extension is available

Question 5

When are Corporate federal tax estimated payments required, and how are they calculated?

Answer 5

Required if more than $500 in tax liability expected, or

100% current year liability

100% previous year liability

Note: If Corporation had more than $1 Million in revenue the previous year, the first estimated payment must be based on the previous year and the remainder based on the current year.

Question 6

Describe the AMT calculation for C-Corporations

Answer 6

Taxable Income
\+Tax Preference Items
\+/- Adjustments
\+/- ACE Adjustment
= AMTI
- 40,000 Exemption (Reduced 25% of excess AMTI over $150K)
= Tax Base
x 20% corporate AMT rate
= Tentative Minimum Tax (TMT)
- Regular Tax Liability
= AMT

Question 7

What are the pre-ACE adjustments for C-Corporation tax AMT calculations?

Answer 7

Real Estate purchased between 1986 and 1999 using Straight Line Depreciation must depreciate over a useful life of 40 years

Personal Property - use 150% MACRS, not 200%

Construction must use % completion method

Question 8

What are the ACE adjustments in the C-Corporation AMT tax calculation?

Answer 8

Tax-exempt Interest
Life Insurance Proceeds
70% DRD
Organizational Expenditures must be capitalized, not amortized

Note: AMT paid gets carried forward indefinitely, but never carried back

Question 9

When are C-Corporations exempt from AMT?

Answer 9

All Corps exempt from AMT in first year

In year two, if year one gross receipts were less than $5 Million

In year three, if the average gross receipts for years 1 and 2 were less than $7.5 Million

In year four and beyond, if the average from the previous 3 years is less than $7.5 Million

Question 10

How are gains and losses handled with respect to a Corporation’s transactions involving its own stock?

Answer 10

Corporations have NO gain/loss from transactions involving their own stock, including Treasury Stock.

If Corporation gets property in exchange for stock, there is no gain/loss on the transaction.

Question 11

How are Corporate organization costs handled?

Answer 11

Amortization of costs begin the month the Corporation commences business activity

If the Corporation doesn’t amortize organization costs in year one, they can never be amortized

Costs associated with offerings (syndication expenses) are neither deductible nor amortized.

$5,000 deductible, reduced $-for-$ for costs in excess of $50,000. Remainder amortized over 180-months.

Question 12

How are a C-Corporation’s deductible charitable contributions calculated?

Answer 12

Limited to 10% of Taxable Income before Charitable Contributions, DRD, NOL Carrybacks

Question 13

How are excess charitable contributions treated in a C-Corporations?

Answer 13

5 year carryforward

No Carryback

Question 14

When can a board of directors authorize charitable contributions for a tax year?

Answer 14

The Board of Directors can authorized charitable contributions up to March 15th (or 2 1/2 months after fiscal year) and have them count in the previous tax year

Question 15

How is the dividends received deduction (DRD) calculated, and what are the limitations?

Answer 15

Less than 20% interest = 70% DRD
20-79% interest = 80% DRD
80% interest = 100% DRD

Only allowed if no consolidated return is filed. Qualified dividends from domestic Corporations only.

Question 16

What is the Dividends Received Deduction (DRD) calculation when there is a LOSS from operations?

Answer 16

Only take DRD % x Taxable Income

Note: If DRD brings a loss situation, then you can take the full DRD.

If Taxable Income remains after DRD, only a partial DRD (TI x DRD %) is allowed

Question 17

How are Corporate losses on a sale to a Corporation where a taxpayer owns a 50% or more interest handled in a C-Corporation?

Answer 17

A loss on a sale to a Corporation where taxpayer owns a 50% or more interest is disallowed

Question 18

How are capital losses handled in a C-Corporation?

Answer 18

Capital Losses are deductible only to the extent of Capital Gains.

Back 3, Forward 5 as ShortTerm CL.

Question 19

How are net short term capital gains taxed in a C-Corporation?

Answer 19

Net Short Term Capital Gains are taxed at ordinary income rates

Question 20

How are Corporate capital losses carried back/forward?

Answer 20

Corporations can carry back net capital losses 3 years and carry forward net capital losses 5 years as a Short Term Capital Loss

Question 21

How are bad debt losses handled in a Corporation?

Answer 21

Bad debt losses are classified as ORDINARY

Question 22

What is the casualty loss floor for a C-Corporation?

Answer 22

No floor on Corporate casualty loss like there is with an individual taxpayer

If destroyed, the loss is the property’s basis (minus proceeds)

Calculation:
Adjusted basis - Proceeds from Insurance = Loss

If partially destroyed, take the lesser of FMV or adjusted basis reduction (minus proceeds)

Question 23

How are net operating losses handled in a C-Corporation?

Answer 23

If loss includes NOL Carryforward, add back to get the loss without the Carryforward

Then, carry back the NOL 2 years starting with the earliest year and reduce the taxable income there and then move to the most recent year

Any leftover NOL = This year’s NOL

Back 2, Forward 20

Question 24

How is investment interest expense handled in a C-Corporation? What about investment interest expense on a tax-exempt investment?

Answer 24

Unlike individual taxation, investment interest expense is NOT LIMITED to investment income.

Investment interest on tax-free investments are NOT deductible.

Question 25

What is the purpose of Schedule M-1 on a Corporate tax return? Which items are included?

Answer 25

Schedule M-1 reconciles book to tax income before Net Operating Loss/Dividend Received Deduction

Includes permanent differences (such as tax-exempt interest and non-deductible expenses) and temporary differences (accelerated depreciated tax depreciation, straight-line, etc.)

Question 26

What is the purpose of Schedule M-2 on a Corporate tax return? How is it calculated?

Answer 26

Reconciles beginning to ending retained earnings

Beginning Unappropriated Retained Earnings
+ Net Income
+ Other Increases
- Dividends paid
- Other decreases
= Ending Unappropriated Retained Earnings

Question 27

What is the purpose of Schedule M-3 on a Corporate tax return?

Answer 27

Like M1, but for Corporations with $10M+ in assets

Question 28

How are affiliated (80%) Corporation tax returns handled?

Answer 28

Consolidation election is binding going forward

Dividends between them are eliminated, Advantage- Gains are deferred, Disadvantage- losses are deferred.

One AMT exemption

One accumulated earnings tax (AET) allowed

Note: In order to consolidate, the parent must have 80% voting power and own 80% of the stock value

Question 29

How are Corporate distributions to shareholders handled?

Answer 29

• Distribution is Dividend Income to the extent of Current and Acc E&P (ordinary income)
• Then, remainder (if any) is a tax-free return of capital to extent of shareholder’s basis.
• Then, add’l remainder (if any) is a Capital Gain

Distribution amount = FMV of Property + Cash - Liability Assumed

Shareholder basis = FMV of Property + Cash received (basis not affected/reduced by the attached liability)

Question 30

What is the order of treatment in a Corporation’s distribution to a shareholder?

Answer 30

1. Distribution is a dividend to the extent of current and accumulated earnings and profits
2. Shareholder basis is then exhausted
3. Remainder, if any, is a Capital Gain

Question 31

What is the basic calculation for accumulated earnings and profits in a Corporation?

Answer 31

Beg. Acc. E&P
+ Net Income
+ Gain on Distribution (if not already in book income)
- Distribution (but cannot create a deficit)
- NOL of prior years
= End Acc. E&P

Question 32

What is the treatment of a gain in a complete Corporate liquidation?

Answer 32

If Capital Property, then Capital Gain

If Non-Capital Property, then Ordinary Income

Gain characterization is the same for both the Corporation and the shareholder

Question 33

What is the treatment of a loss in a complete Corporate liquidation?

Answer 33

Corporation: Depends on if property is capital in nature, otherwise ordinary loss

Individual: capital loss only

Question 34

What is the treatment of the liquidation of a subsidiary?

Answer 34

No gain or loss recognized to parent company

Question 35

What is a consent dividend? How is it treated?

Answer 35

Consented by the Board of Directors but not yet paid

Treat as if distributed by the end of the year

Question 36

Describe the requirements for a personal holding company.

Answer 36

No banks or financial institutions can be PHCs

5 or fewer individuals own more than 50% of the stock

60% of the PHC’s income must be from passive means

PHC tax is self-assessing - 20% tax rate on undistributed PHC Income

Question 37

How is Corporate accumulated earnings tax (AET) different from PHC taxation?

Answer 37

Not Self-Assessing like a PHC

Question 38

How is the accumulated earnings credit calculated for a Corporation?

Answer 38

Take greater of $250,000 ($150,000 for Service Corps) or the legitimate, reasonable balance based on future needs (i.e. purchasing a building)

Question 39

What are the requirements for holding S-Corporation status?

Answer 39

Only Individuals, Estates and Trusts can be shareholders

Domestic only, no international S-corps or foreign shareholders

Up to 100 shareholders allowed

Only ONE class of stock allowed

Calendar-year only

Question 40

How is an S-Corporation election made?

Answer 40

Election for S Corp status must be made by 3/15 and counts as being an S Corp since the beginning of the year

Must be unanimous

Question 41

How is an S-Corporation terminated? How long must a corp wait to elect S-Corp status again after termination?

Answer 41

To terminate election, only 50% of the shareholders must consent

No S Corp election allowed for 5 years after termination

S Corp termination effective immediately following an act that terminates status

Question 42

What items are not included in calculating an S-Corporation’s ordinary income?

Answer 42

These items are included on Schedule K, not in ordinary income:

Foreign Taxes paid deduction
No Investment Interest expense
Section 179 Deduction 
1231 Gain or Loss
Charitable Contributions
Portfolio Income (dividends or interest)

Question 43

How is S-Corporation shareholder basis calculated?

Answer 43

Beginning Basis
+Share of Income Items (including non-taxable income!)
-Distributions (cash or property)
-Non-deductible expenses
-Ordinary Losses (but don’t take income below zero)
= Ending basis

Basis can NEVER be negative

Question 44

What is the formula for an S-Corp Built-in Gains Tax?

Answer 44

FMV of Assets @ S-Corp Election Date
- Adjust. Basis of Assets
= Built-in Gain
x 35% Corporate Rate