How to Start Your Own 'S' Corporation

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ISBN: 9780471398127 | 0471398128
Cover: Paperback
Copyright: 4/9/2001

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Everything you need to know about forming an S corporation or limited liability companyThis new Second Edition of How to Start Your Own S Corporation provides small business owners with the real facts about forming an S corporation. Newly updated, this one-of-a-kind guide tells you everything you need to know on the subject, with step-by-step guidance, savvy insider tips, and a wealth of hard-to-get information on S and every other type of corporation your business may qualify for.This Second Edition updates the many changes in income tax law since the original publication, including the expansion of the allowed number of stockholders, the new rule that S corporations can own subsidiary corporations, new rules for medical expense benefits, and new IRS rules for LLC classification. The Second Edition of How to Start Your Own S Corporation includes:?Up-to-date information on recent changes in tax law affecting S corporations, LLCs, and stockholder rules?The latest updated IRS forms?Clear explanations of the advantages and disadvantages of S corporations, LLCs, partnerships, C corporations, and other legal forms of business?Straightforward expert advice on choosing the business form that's right for your goals and income level?A detailed plan for setting up your corporation and finding affordable professional assistance?Dozens of eye-opening, real-life examples?New information when tax law changes at www.robertcooke.comSo, whether you are thinking about starting your own business or you already own a small business, the Second Edition of How to Start Your Own S Corporation will give you all the insider information you need to take full advantage of current tax law.

S Corporation--The Universal Cure--Maybe

(11)

What Is an S Corporation?

(1)

The Alternative Forms of Doing Business

(7)

Sole Proprietorship

(1)

Liability of a Sole Proprietor

(1)

Transferability of a Sole Proprietorship

(1)

Government Regulation of a Sole Proprietor

(1)

Partnership (General Partnership)

(1)

Liability of Partners

(1)

Transferability of a Partnership Interest

(1)

Limited Partnership

(1)

Corporation

(2)

Liability of the Owners of a Corporation

(1)

Transferability

(1)

Government Involvement

(1)

S Corporations

(1)

Limited Liability Company (LLC)

(1)

Estates and Trusts

(1)

Summary

(3)

How Forms of Business Organization Are Taxed

(18)

Sole Proprietorship

(3)

Profits and Other Income

(1)

Losses, Limitations on Losses, and Loss Carryovers

(1)

At-Risk Limitations

(1)

Loss Carryovers

(1)

Partnership (General Partnership)

(3)

Profits--Who Pays the Tax?

(1)

Losses and Related Subjects

(1)

Basis

(1)

Nonrecourse Debt

(1)

Limited Partnership

(3)

Passive Income and Losses

(1)

Passthrough of Income

(1)

C Corporation

(4)

How the Corporation Is Taxed

(1)

How the Owners (Stockholders) of a Corporation Are Taxed

(1)

Double Taxation

(1)

Passive Income

(1)

When a C Corporation Makes Sense

(1)

Personal Service Corporations

(1)

S Corporations

(1)

Limited Liability Company (LLC)

(1)

Summary

(3)

When to Be an S Corporation

(18)

S Corporation Taxes, in General

(1)

When an S Corporation May Be Good for You

(3)

Limited Liability

(1)

You Want to Pull Most of the Profit Out of the Business

(1)

There Are Only a Few Owners of the Business

(1)

The Stockholders Have No Other Significant Income

(1)

You'd Like to Pay Less Social Security Tax

(1)

The Pay-No-Salary Trap

(1)

The IRS Position

(1)

The Business Will Be Conducted in Several States

(1)

Personal Service Corporations

(1)

When an S Corporation May Be Bad for You

(8)

You Need to Keep Most of the Profits in the Business

(1)

The Stockholders Do Not Fit the Requirements of the Tax Code

(1)

There Is a Dissident Stockholder

(1)

There Is a Need for Different Classes of Stock

(1)

Straight Debt

(1)

Voting Rights

(1)

You Expect Initial Losses and, Therefore, Need All Basis Possible

(1)

S Corporation Debt as Basis

(1)

Stockholder Guarantees as Loans

(1)

You Already Have a C Corporation with Losses to Carry Forward

(1)

You Convert from C Status to S Status and the Corporation Owns Appreciated Assets

(1)

Loss of Some Fringe Benefits

(1)

Pension Plans

(1)

Medical Expense Plans

(1)

Need for Careful Attention to Details

(1)

State Income Taxes

(1)

Summary and Examples

(5)

Procedures for Becoming and Continuing as an S Corporation

(36)

Starting as an S Corporation from Day One of Your New Corporation

(7)

Contact Your State's Corporation Authority and Obtain a Schedule of Fees

(1)

Hold a Meeting of All the Prospective Owners of the Corporation

(1)

Who Will Be the Initial Stockholders of the Corporation and How Much Will Each Invest?

(1)

Who Will Fill the Statutory Offices of the Corporation?

(1)

Who Will Be the Incorporator(s)?

(1)

Restrictions on the Stock That Is to Be Issued

(1)

Should You Incorporate in Your Home State or Some Other State?

(1)

Write Down Your Decisions

(1)

File the Paperwork with the Appropriate State Office

(1)

What Forms Should Be Filed?

(1)

Application for Reservation of Name

(1)

Articles of Incorporation

(1)

Designation of Resident Agent

(1)

Certificate of Acceptance of Appointment of Resident Agent

(1)

Corporation Charter or Certificate

(1)

SS-4, Application for Employer Identification Number

(1)

IRS Form 2553, Election by a Small Business Corporation

(1)

Stockholders' Consent

(1)

Sole Proprietorship Changing to an S Corporation

(2)

Forms to File with Your State

(1)

Forms to File with the IRS

(1)

Avoid Tax When You Transfer Your Business to a Corporation (S or C)

(1)

Partnership or LLC Changing to an S Corporation

(1)

Converting a C Corporation to an S Corporation

(2)

Dealing with Your State Corporation Authority

(1)

Hold a Directors' or Stockholders' Meeting

(1)

Get Right with the IRS

(1)

Employer Identification Number

(1)

IRS Form 2553, Election by a Small Business Corporation

(1)

Tax Year for Your Corporation After Changing to S Status

(1)

Get Rid of Accumulated Earnings, If Possible

(1)

Procedures to Keep Your S Corporation Legal over the Years

(3)

Bylaws

(1)

Corporate Minutes of Meetings

(1)

Annual Reports to Your State

(1)

Keep on Good Terms with the IRS

(1)

Form 1120S, U.S. Income Tax Return for an S Corporation

(1)

Don't Neglect Your State's Tax Department

(1)

Example of a New S Corporation and the Forms It Files

(21)

More Nit-Picking Rules--Some Good/Some Bad

(30)

Requirements for a Corporation to Be an S Corporation

(1)

Who May Own Stock in an S Corporation

(1)

How to Count the Individual Stockholders for the Maximum of 75 Rule

(1)

Rules for Qualified Subchapter S Trusts (QSSTs)

(1)

Electing Small Business Trusts

(1)

Subsidiary S Corporations

(2)

Rules to Follow to Have Subsidiary S Corporation(s)

(1)

When to File a QSub Election

(1)

Care Needed When an S Corporation Buys an Existing C Corporation

(1)

Accumulation of Undistributed Profits

(3)

Accumulated Adjustments Account

(1)

Other Adjustments Account

(1)

Shareholders' Undistributed Taxable Income Previously Taxed

(1)

Earnings and Profits (E&P)

(1)

Order of Distributions

(1)

Passive Investment Income

(1)

The Tax on Excess Net Passive Investment Income of an S Corporation

(1)

Tax Years

(2)

Change of Stockholders

(1)

Tax on Built-in Gains

(2)

LIFO Recapture Tax

(1)

Section 1244 Stock

(1)

Termination of S Corporation Status

(2)

Carryovers of Tax Items When a Corporation Changes from S to C or C to S

(3)

Net Operating Losses Incurred by C Corporations

(1)

Net Operating Losses Incurred by S Corporations

(1)

Disposition of S Corporation Income on Which Stockholders Have Paid Income Tax

100

(1)

Should Stockholders Buy Assets Personally and Lease to the Corporation?

101

(1)

Office-in-Home Expense

102

(2)

Expenses of Your Home-Based Business

102

(1)

Set Up an Accountable Plan in Your Corporation

103

(1)

Social Security Taxes, the IRS, and Congress

104

(3)

Other Rules

107

(6)

An Alternative--The Limited Liability Company (LLC)

113

(30)

Definition of an LLC

113

(1)

Variations in State Laws

113

(1)

Taxation of LLCs and Check-the-Box Regulations

114

(1)

Check-the-Box Regulations

114

(1)

What Happens If an LLC Does Not File a Form 8832?

115

(1)

When an LLC May Be Good for You

115

(2)

No Limit on the Number of Owners (Members)

115

(1)

Types of Entities That Can Be Members of an LLC

115

(1)

An LLC Can Own Other Business Entities

116

(1)

An LLC Can Have Different Classes of Membership

116

(1)

You Want to Attract Venture Capitalists

117

(1)

When an LLC May Be Bad for You

117

(1)

Are You a Sole Owner of Your Business?

117

(1)

Do You Plan to Do Business in Many or All States?

117

(1)

Earnings of Your LLC May Be Subject to Social Security Taxes

117

(1)

Unresolved Questions

118

(1)

Basis, Loan Guarantees, and Loans from Banks and Other Sources

118

(1)

Professional Limited Liability Company (PLLC or PLC)

119

(1)

Procedure to Set Up an LLC and Keep It Alive

120

(2)

Articles of Organization

120

(1)

LLC Operating Agreement

121

(1)

Filing Fee

121

(1)

Annual Report and Annual Fees

121

(1)

When Does Your LLC Come into Existence?

122

(1)

Converting Your Present Form of Business to an LLC

122

(2)

C Corporation

122

(1)

S Corporation

123

(1)

Partnerships

124

(1)

Limited Partnerships

124

(1)

Sole Proprietorship

124

(1)

Summary

124

(1)

Example of Setting Up a New LLC

125

(18)

Appendixes

143

(90)

Appendix A: Tax Rate Schedules for 2000

145

(4)

Individuals

145

(2)

Corporations

147

(2)

Appendix B: Limited Liability: How Limited Is It?

149

(4)

Appendix C: S Corporation Documents and Forms

153

(60)

Corporation Forms to File with Your State

153

(10)

The IRS Forms

163

(50)

Appendix D: Limited Liability Company Documents and Forms

213

(16)

LLC Forms to File with Your State

213

(7)

Checklist for Preparation of Operating Agreement between Members of a Limited Liability Company (LLC)

220

(1)

The IRS Forms

221

(8)

Appendix E: Records to Be Kept and Information to Be Filed

229

(4)

Index

233

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How to Start Your Own 'S' Corporation

Summary

Author Biography

Table of Contents

Supplemental Materials