Maybe, I can find the dark cloud surrounding the silver lining after all. The offensive line is still a problem. RGIII had to run for his life anytime he dropped back into the pocket. Fortunately, nobody could catch him as he twisted, squirmed, and juked his way to finding open receivers. Run blocking was also an issue. The running game exceeded one hundred yards for the game, but outside RGIII's efforts, the yards per carry statistic was in the low three's. Against a better defense, the Saints are miserable, the Skins wouldn't have scored forty points. On the other hand, without unforgivably bad special teams play from the Redskins, the Saints wouldn't have scored thirty-two points either.
One of the most serious mistakes I have to fix for small business owners is the choice of entity. Almost no small business should be a C corporation, but many make this entity decision usually based on bad advice. Let's cover some entity choice basics relating to corporations. I have posted in the past about LLC's and will probably post some additional entity choice information in the near future.
If you own a corporation, you own either a C corporation or an S corporation. If you did nothing beyond incorporate with your state's corporation commission, you own a C corporation, sometimes also described as a regular corporation. You own an S corporation if you filed form 2553 with the IRS. Form 2553 is the election to be treated as an S corporation for income tax purposes. If you made this election, the IRS sends you a letter accepting your election. If you never received the election, call the IRS. No letter, no election and bad consequences will happen when you file your return.
What is the difference between a C corporation and an S corporation? Let's start with something that isn't different. The liability protection under state law is the same for both C and S corporations. The only difference is the income tax treatment under IRS rules. I mentioned IRS rules, because some states and the District of Columbia don't recognize S corporation status for state income tax purposes.
Both C and S corporations file corporate income tax returns. The difference is that an S corporation pays no income taxes. The stockholders of an S corporation pay income taxes on their proportionate shares of their S corporation's taxable earnings. For example, if you and I are each fifty percent owners of an S corporation that made a $100K profit, we will each pay taxes, on our personal income tax returns, on our respective shares of the profit or $50K each.
If instead, we owned a C corporation, our company would first pay taxes on the $100K in profits. Then, if we took all of the after-tax profit out of the company in dividend payments, we would pay tax on those dividends on our personal tax returns. We face double taxation on the earnings in our C corporation. That sucks.
Why aren't all businesses S corporations to avoid double taxation? First, there is a limit to the number of stockholders in an S corporation, one hundred. Second, some people and entities aren't allowed to own S corporations. Non-resident aliens, partnerships, and most trusts cannot be S corporation stockholders. Other than those two reasons, if you own a corporation, you can avoid double taxation by electing S corporation status.
There are tax preparers, not very bright ones in my opinion, who will debate my point that small corporations should be S corporations. They'll point out that the lowest corporate tax rate of 15% and the special tax rate of 15% on dividends add up to 30%, which is lower than some wealthy business owners pay on their personal tax returns.
However, for the total rate under C corporation double taxation to be lower than the personal tax rate, you have to make some very odd assumptions. You have to assume the corporation earns less than $50K in taxable profits. After $50K, the corporate tax rate goes up in a hurry to 34%. Add that to the 15% dividend rate and you are above the top personal tax rate by a lot. So to get the double taxation rate to be less than the personal tax rate, you have to assume a marginally profitable business owned by a wealthy person, who has a high personal tax rate caused by income from other sources. These are not likely assumptions.
Double taxation on a year to year basis isn't the worst problem faced by C corporation owners. Using end of year bonuses, you can make a C corporation give the essentially the same tax rate results as an S corporation. I will grant that. The real issue is the double taxation when the C corporation is sold.
Let's assume you sell your C corporation, after operating it for ten years, for a $1 million dollar profit. Let's also assume the sale is an asset sale, not a stock sale. This is a reasonable assumption since small company stock sales almost never occur except in very special situations, like government contractors. That, however, is a topic for another post.
You will be taxed twice on your $1 million profit. Once, when the C corporation receives the $1 million and again when you take the money out. Keep in mind that there is no 15% capital gains rate for C corporations. You are likely paying $340K or so just in federal taxes at the corporate level. Next when you take the profits out of the company, you will pay federal taxes at the 15% dividend rate. At least it is a 15% rate through the end of 2012. After that, who knows? Hurry up and sell now.
If you owned an S corporation instead, you would pay taxes once on your personal income tax return at the 15% federal capital gains tax rate. Yes, that rate is also only guaranteed through the end of 2012, but even in 2013 and beyond, your personal tax rate on the sale will be way less than the double taxation you would face with a C corporation.
Before my CPA friends shoot me, there are some very special and narrow circumstances when a C corporation makes sense. Contact your CPA, or me, to discuss these. These circumstances are rare and only apply to companies to certain industries, probably not yours.
If a tax preparer advised you, at the inception of your business, to own your company as a C corporation, you need a second opinion. If your original preparer tells you that C corporations get a better tax rate deal than S corporations, recommend that he repeat fifth grade math, specifically fractions and decimals.
If you have been in business for a number of years, converting to an S corporation can be a pain,because of a wonderful little tax called the built-in gains tax assessed on C corporations, which have converted to S corporations. The tax is designed to make you pay taxes as a C corporation on profits earned as a C corporation even if you have subsequently elected S status when the profits are realized. This tax can lurk in the background for up to ten years and then whack you when you sell your business. The built-in gains tax is beyond the scope of today's post. I may try to cover it in the future. If you are interested, let me know, and I will definitely cover it.
You certainly can't trust everything you read in the newspaper and see on television. No I'm not talking politics here. You may have heard that my future wife, Jennifer Aniston, is engaged to be married. This is absolutely untrue. It is a story that my beloved Jen and I planted to keep the paparazzi from hounding me. As soon as the restraining order expires, I'll propose to her. You are all invited to the wedding. I'm sure she'll spring for a lavish one.
As always, for real tax and accounting advice, please visit out main S&K web site at www.skcpas.com. Thanks for reading. HTTR!!
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