Part XII: Corporate Taxes Flashcards
control club
The people who have contributed property and are in control of the corp. immediately after corp. formation.
To be part of the control club, you have to…
- contribute property (money or property of value) to the corp.
- Property must be exchanged solely for corp. stock.
control
- owning 80+% of voting and nonvoting stock.
2. Can bee owned by one person or a group.
boot
anything received other than stock (cash, inv., etc.) for contributing property to the corp.
Ex) Contribute $100k of inventory to the corp and receive $80k of stock nad $20k of cash- the $20k is boot and triggers a gain of $20k.
If boot is received, the gain recognized by the shareholder is the lower of the…
- realized gain
2. OR, the FMV of boot received.
corp’s basis in property contributed
basis of transferor
+ gain recognized by transferor
= corp’s basis
What basis of accounting are corps required to use?
Accrual, unless:
1. Avg. gross receipts
Can corps choose when their fiscal yr. begins and ends?
Yes, unless it is an S-corp or personal service corp., which must use a calendar-year end.
M-1 Schedule
- Used by corps. to reconcile book income (BI) to taxable income (TI).
- Any non-deductible expenses would be added to BI to arrive at
TI. - Any non-taxable income is subtracted from BI to arrive at TI.
- TI not included in BI is added to BI.
NOL carryback/carryforward
Negative TI can be carried back 2 yrs. and carried forward 20 yrs. to offset future or past TI.
dividends received deduction (DRD)
- Occurs when a corp owns stock in another company that pays dividends.
- The corp gets to deduct a portion of the DI based on % of stock it owns in the other company.
If the corp owns less than 20% of dividend-paying corp’s stock, the DRD is…
70%.
If the corp owns 20-79% of dividend-paying corp’s stock, the DRD is…
80%.
If the corp owns less than 80+% of dividend-paying corp’s stock, the DRD is…
100%.
If the corp has TI less than the DI…
the DRD is limited to the TI amount.
organizational and startup cost deduction
- $5k of org. costs to form a corp. can be deducted from TI.
- The $5k is reduced dollar-for-dollar by amount of expenses over $50k.
How are org. costs remaining after the deduction treated?
Capitalized and amortized over 180 months.
Are stock issuance costs deductible?
No, they are syndication costs.
charitable contributions deduction & dividends
When computing the 10% allowed for charitable contributions , any DRD is left out; the full amount of income is used for the 10% calculation.
corporate AMT
A corp must pay the AMT tax amount in excess of the regular tax liability.
corporate AMT exemption formula
$40k - 25% of AMT taxable income in excess of $150k.
Ex) Exemption for corp w/AMT TI of $160k. 40k - [(160k - 150k) * .25] = 40k - [10k * .25] = 40k - 2.5k = 37.5k
corp AMT limit & gross receipts test
- If avg. annual gross receipts do not exceed $7.5 million, then the corp is not subject to AMT.
- Then, for the first 3 yrs. of the corp’s existence, the gross receipts is $5 mil instead of $7.5 mil.
- Once this gross receipts test is failed for 1 yr., AMT applies to the corp in all future yrs.
accumulated earnings tax
- A penalty tax when a corp. accumulates earnings and profits for the purpose of avoiding tax for its shareholders.
- Tax is 20% of corp’s accum. TI.
- Any DRDs received are added back to the income number as part of accum. earnings.
accumulated earnings credit
Greater of:
- Amount of current earnings and profits reasonably needed for the business,
- OR, $250k ($150k for nonmfg. businesses) less than accum. earnings & profits at end of preceding yr.
personal holding company (PHC) tax
- Penalizes a corp. that seems to hold a high level of stock investments for the DRD.
- 20% tax imposed.
2 tests to determine if a corp is a PHC (both tests must be passed):
- Income test
2. Ownership test
income test (PHC)
If passive income is 60+% or more of AGI.
ownership test (PHC)
If 50+% of the corp’s stock is owned directly or indirectly by 5 or less people during the last half of the year.
adjustments that either increase or decrease TI when assessing a PHC penalty:
- Accrued income tax reduces TI.
- Excess charitable contributions reduce TI.
- After-tax NCG reduces TI.
- Pro-rata dividends reduce TI.
- Deficiency dividends reduce TI.
- Adding back DRDs increases TI.
- Carryover from NOLs increase TI.
deficiency dividend
- dividend paid w/in 90 days after a PHC penalty has been imposed.
- Deficiency dividends reduce TI.
affiliate group
- When one C corp owns 80+% of the voting power of another C corp or multiple C corps.
- An affiliate group can file one consolidated tax return.
Can an S corp be a member of an affiliate group?
No.
3 main advantages to filing a consolidated return in an affiliate group setting:
- Intercompany dividends are excluded from TI.
- Losses from one member corp offset gain of another member.
- Intercompany profits are deferred until realized.
What matters when considering the tax effects of distributions?
Accum. earnings and profits. (E&P)
- A distribution that is larger than a corp’s accum. E&P is considered a…
- Is such a distribution taxable?
- return of capital.
2. No.
How do corp gains on appreciated property affect a shareholder’s taxable dividend?
A corp’s gains on appreciated property are deferred, so when property gets distributed, that can add to a shareholder’s taxable dividend.
When accum. E&P is neg. and current-yr E&P is positive, any distributions are…
- treated as dividends to the extent of current E&P.
2. Anything above that is a return of capital.
redemption
when a corp. buys back its stock form shareholders
When a corp. is completed liquidated, the distribution to shareholders is…
considered a cap gain, NOT an ordinary gain.
Expenses related to a liquidation are…
deductible by the liquidating corp.
How are corp reorganizations treated for tax purposes?
Generally tax-free to both the shareholders and the corp.
4 main types of corp reorganizations:
- A
- B
- C
4 D
A
- Asset exchange for stock
2. Most assets of target firm are exchanged for stock in the acquiring firm.
B
- Only stock for stock.
- Acquiring firm exchanges its stock for stock of the target and the acquiring firm must own 80% of the target stock after the acquisition.
C
- Acquiring firm acquires 90% of net asset value of target’s assets in exchange for voting stock.
- Target firm distributes stock to its shareholders.
D
- Divisive.
2. One corp. divides by transferring assets to a sub in exchange for stock in the sub.
use tax
When property is purchased in state A but used in state B, state B will probably impose a use tax.
Nexus
a business has a relationship w/another state to the point that the state has the right to impose taxes on the bus.
Nexus & sales factor
When a business has sales among multiple states they also have nexus in, the sales factor each state is determined on a %-of-sales basis.
A tax-exempt entity must file an information return if gross receipts exceed…
$50k.