Choosing the right business entity depends on various factors such as the nature of your business, your goals, your risk tolerance, tax considerations, and legal obligations. A few common entities that should be considered include sole proprietorships, partnerships, corporations taxed as “S” corporations, and limited liability companies. 

Tax reporting and compliance for any kind of business requires attention to a variety of requirements and planning opportunities. These include entity formation; meeting licensing requirements; requesting federal and state tax identification numbers; reviewing multiple types of taxes affecting the business and its owners; understanding the various due dates for licensing and tax reporting; addressing employee and compensation considerations; understanding the forms of taxable income and tax deductions; complying with business governance requirements; understanding record-keeping requirements; addressing accounting needs and requirements; and understanding both federal and state tax filing requirements.

Even though a state may not assess an income tax on its residents, this does not mean a business in the same state does not have tax obligations.  Many states that don’t assess a formal income tax have “business” and “payroll” taxes that significantly impact the bottom line. In addition, if your business has out-of-state employees, contractors, partners, or property, or if you travel out-of-state for your business, it’s likely you or your business will be subject to taxes in those other states.

Yes. We have helped numerous business owners “fix” costly issues that could have been avoided had an experienced attorney and CPA been consulted from the beginning. From the outset, you should have various “founding documents” that document the formation and governance, provide clarity for the owners on a variety of matters, provide direction so as to avoid potential future conflicts, and confirm in writing your agreements with each other. You should also address the various tax planning and reporting matters for the business and yourselves as this typically leads to significant tax savings and helps to avoid misunderstandings about cash flow and distributions.

We strongly advise that, for every business involving more than one owner, there be a written agreement that documents the owners’ intentions and agreements on important aspects of co-ownership and operational matters. This kind of agreement would address important matters related to management, decision-making, voting rights, required meetings, the allocation of profits and losses, cash distributions, permitted and unpermitted transfers of your ownership, tax reporting provisions, indemnification for liabilities, conflict resolution, how value of ownership will be determined, and when and how the business would be liquidated. The form of this agreement may be referred to as an Operating Agreement, Membership Agreement, or Shareholders’ Agreement, depending on the type of entity for the business.

Yes. There are many considerations to address before settling on terms or written documents. For example, should the sale be structured as an asset sale or an entity sale? How are you valuing your business? What are the tax consequences of the sale, including how taxes can be minimized? How will the sales price be financed, if not paid upfront? If sold on an installment basis, how will you be protected in the event of default? Should there be a confidentiality and non-disclosure agreement? In addition, documenting the transaction with the appropriate contracts and agreements is essential to ensuring an effective and successful sale.

Yes.  Both parties to a buy/sell transaction should have tax and legal counsel, and for a buyer, there are several considerations to address before deciding and agreeing to buy a business. For example, have you properly reviewed the business financials and tax returns, with confidence about the representation? How would the structure of the purchase affect the tax planning and reporting for the business on a going forward basis, and for you? How are you valuing the purchase? Will you retain the current employees? How will management be transitioned to you or others? If you are financing the purchase, what security do you have to provide and how do you ensure this does not adversely affect business operations or other borrowing? How will you be indemnified from liabilities for the period prior to your ownership? How will vendors or other payees be contacted to help ensure a smooth transition? Can you include a non-competition provision in your contract? These are only a few of the important considerations, and all should be documented in the right and appropriate documents for your purchase.