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Jun 20, 2024
11:24:28pm
Socrates Johnson All-American
RE: C Corp questions as it pertains to taxes.
1 yes
2 any income is taxed at the corporate level as earned-- no tax free stockpile. The cash doesn't get taxed again however. There is no lilmit to how much cash it can hold on its books in general, and there is no penalty for holding it. Just taxed as income as earned
3 if shares are non-public there is no hostile takeover concern
4 depends to some extent on what you mean by this. Typically the only way an initial value is set is by the contribution of cash and then services. There is a lot of nuance and there are many options here. Value can also be set through an acquisition offer obviously or sometimes a professional valuation
5 It's not too important but you want there to be enough that you don't have to do fractional shares to arrive at whatever share allocations you may need. I think we did like 1,000,000. In Delaware there is some weirdness around your franchise tax and your par value that I would have to look up to recall. It does matter some there in terms of your annual cost, but not most other places.
6 No-ish. There are a lot of scenarios when the way you do it might matter. The main thing is that it needs to be fair value, or you can trigger a taxable event for the person receiving the shares. If people are getting stock based compensation that needs to be subject to vesting and it needs to happen when there are no assets in the company, and the recipient needs to file a 53B election with the IRS (electing to pay taxes in the year of the grant, when the value of the stock is zero because it has no business and no assets yet, rather than the default rule which is as it vests).
7 Yes and I don't know but I think it is fully deductible so long as it has a legitimate business purpose and the company is the beneficiary.
8 No idea
9 People have the business buy cars that they then drive, airplanes are somewhat common but these have all become very well known to the IRS and are very risky these days.
10 If a corporate retreat is an actual corporate retreat then the component expenses are deductible as they are deductible-- e.g., travel as travel, meals and entertainment as meals and entertainment, etc. I am not aware of a special corporate retreat category although that might exist.
11 Same as above
12 C Corps include basically any publicly traded corporation, so yes, but if you're asking whether they MUST have W-2 employees the answer is not necessarily
13 health insurance costs (I assume you mean for employees/owners) are deductible and entity type does not determine this
14 You do not have to file anything but need to hold such meetings as are required by the more restrictive of your bylaws or state law. You will want a record of those meetings taking place. Most states require an annual shareholders meeting iirc. Some bylaw forms require more than that but you don't have to do it usually.
15 In general the shareholders of a US Corporation don't have to be disclosed. Directors sometimes (often) do-- depending on state. The IRS knows but that is it for shareholders unless they are publicly traded.
16 I don't know precisely how you're using that term here BM if you want
17 Not unless your homes are corporate assets. The only assets at stake are corporate assets so long as you observe all the corporate forms.
18 You may be thinking of something different than I am here. Liquidated damages are a contracted amount that applies when damages for something are uncertain but can be estimated to provide certainty to the parties.
19 This depends a lot on your use case. Typically you will file a Certificate of Incorporation (Delaware term for Articles) and then your incorporator will sign and put in corporate books a document appointing an initial board. That board will sign an initial set of resolutions which will include the creation of Bylaws and appointment of officers among other things (lawyers have forms for these steps). Of shares are sold for cash there is typically a purchase agreement of some kind. There is a lot of other optional stuff but those are the basics.
20 The right firm can help-- Kirton McConkie has a good dept actually
21 You pay US taxes on income you earn in the US. That includes sales overseas if you are making the sales from the US. You won't pay taxes in China because a chinese co buys from you tho. There are some great credits for export of us manufactured goods to foreign markets if that applies.
22 No tax advantage-- the c Corp would pay individual taxes at its own rate on the sub's earnings, which means its the same tax burden
23 yes.
Socrates Johnson
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Socrates Johnson
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Jun 20, 11:55pm

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