Food for thought - KSDT CPA https://ksdtadvisory.com Moving you Forward Fri, 07 Feb 2025 19:08:48 +0000 en-US hourly 1 https://wordpress.org/?v=6.8.1 https://ksdtadvisory.com/wp-content/uploads/2024/09/favicon.png Food for thought - KSDT CPA https://ksdtadvisory.com 32 32 Tax-favored Qualified Small Business Corporation Status https://ksdtadvisory.com/tax-favored-qualified-small-business-corporation-status/ Wed, 07 Feb 2024 14:58:54 +0000 https://ksdt-cpa.com/?p=11850 Operating your small business as a Qualified Small Business Corporation (QSBC) could be a tax-wise idea. Tax-free treatment for eligible...

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Operating your small business as a Qualified Small Business Corporation (QSBC) could be a tax-wise idea.

Tax-free treatment for eligible stock gains

QSBCs are the same as garden-variety C corporations for tax and legal purposes — except QSBC shareholders are potentially eligible to exclude from federal income tax 100% of their stock sale gains. That translates into a 0% federal income tax rate on QSBC stock sale profits! However, you must meet several requirements set forth in Section 1202 of the Internal Revenue Code, and not all shares meet the tax-law description of QSBC stock. Finally, there are limitations on the amount of QSBC stock sale gain that you can exclude in any one tax year (but they’re unlikely to apply).

Stock acquisition date is key

The 100% federal income tax gain exclusion is only available for sales of QSBC shares that were acquired on or after September 28, 2010.

If you currently operate as a sole proprietorship, single-member LLC treated as a sole proprietorship, partnership or multi-member LLC treated as a partnership, you’ll have to incorporate the business and issue yourself shares to attain QSBC status.

Important: The act of incorporating a business shouldn’t be taken lightly. We can help you evaluate the pros and cons of taking this step.

Here are some more rules and requirements:

  • Eligibility. The gain exclusion break isn’t available for QSBC shares owned by another C corporation. However, QSBC shares held by individuals, LLCs, partnerships, and S corporations are potentially eligible.
  • Holding period. To be eligible for the 100% stock sale gain exclusion deal, you must hold your QSBC shares for over five years. For shares that haven’t yet been issued, the 100% gain exclusion break will only be available for sales that occur sometime in 2029 or beyond.
  • Acquisition of shares. You must acquire the shares after August 10, 1993, and they generally must be acquired upon original issuance by the corporation or by gift or inheritance.
  • Businesses that aren’t eligible. The corporation must actively conduct a qualified business. Qualified businesses don’t include those rendering services in the fields of health; law; engineering; architecture; accounting; actuarial science; performing arts; consulting; athletics; financial services; brokerage services; businesses where the principal asset is the reputation or skill of employees; banking; insurance; leasing; financing; investing; farming; production or extraction of oil, natural gas, or other minerals for which percentage depletion deductions are allowed; or the operation of a hotel, motel, restaurant, or similar business.
  • Asset limits. The corporation’s gross assets can’t exceed $50 million immediately after your shares are issued. If after the stock is issued, the corporation grows and exceeds the $50 million threshold, it won’t lose its QSBC status for that reason.

2017 law sweetened the deal

The Tax Cuts and Jobs Act made a flat 21% corporate federal income tax rate permanent, assuming no backtracking by Congress. So, if you own shares in a profitable QSBC and you eventually sell them when you’re eligible for the 100% gain exclusion break, the 21% corporate rate could be all the income tax that’s ever owed to Uncle Sam.

Tax incentives drive the decision

Before concluding that you can operate your business as a QSBC, consult with us. We’ve summarized the most important eligibility rules here, but there are more. The 100% federal income tax stock sale gain exclusion break and the flat 21% corporate federal income tax rate are two strong incentives for eligible small businesses to operate as QSBCs.

© 2024

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Managing Underperforming Assets in Your Portfolio: Embracing Transparency and Operational Expertise https://ksdtadvisory.com/managing-global-risks-in-self-funded-plans-for-large-companies-2/ Wed, 30 Aug 2023 12:36:12 +0000 https://ksdt-cpa.com//?p=11634 In today’s environment of economic uncertainty, interest rate tightening, increased competitive landscape, and more, private equity firms must manage with...

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In today’s environment of economic uncertainty, interest rate tightening, increased competitive landscape, and more, private equity firms must manage with discipline, the challenges associated with underperforming assets within their portfolios. These assets not only pose a financial risk but also present an opportunity for growth and value creation if managed strategically. The importance of embracing transparency, utilizing operational experts, and implementing data-driven governance to effectively manage underperforming assets and unlock their true potential is critical to control risk to IRRs and falling valuations.

The Case for Transparency

Transparency is a fundamental pillar in managing underperforming assets. Without access to accurate and timely information, making informed decisions becomes an uphill battle. Transparent reporting enables us to identify the root causes of underperformance, devise appropriate strategies, and communicate effectively with all stakeholders involved.

1. Comprehensive Data Collection and Analysis

To begin the process of transforming underperforming assets, it is imperative to establish a robust system for data collection. This entails gathering relevant financial, operational, and market data across all levels of the asset. Leverage cutting-edge technology and data analytics tools to streamline data collection and analysis, allowing for real-time insights and informed decision-making.

2. Clear Performance Metrics

Developing clear performance metrics is essential to track the progress of underperforming assets. By defining key performance indicators (KPIs) tailored to each asset, you create a framework to measure success and identify areas requiring improvement. Regularly review and reassess these metrics to ensure their alignment with strategic objectives.

3. Open and Frequent Communication

Effective communication is vital in managing underperforming assets. Foster an environment of openness, where stakeholders feel comfortable sharing concerns, challenges, and ideas. Regularly scheduled updates and transparent reporting should be implemented to keep all parties informed of progress, challenges, and strategic shifts. Emphasize the importance of a collaborative approach, encouraging dialogue and feedback from operational experts.

The Power of Operational Experts

While financial expertise is crucial in the private equity landscape, operational expertise plays an equally pivotal role when managing underperforming assets. Operational experts possess the skills and experience necessary to identify operational inefficiencies, optimize processes, and drive transformative change. Collaborating closely with operational experts throughout the management process can yield significant benefits.

1. Engaging Operational Experts Early

Involve operational experts from the outset when identifying and addressing underperforming assets. Their insights and specialized knowledge can help pinpoint operational bottlenecks, evaluate market trends, and identify potential growth opportunities. By engaging operational experts early on, you ensure a holistic and comprehensive approach to asset management.

2. Leveraging Cross-Functional Teams

Forming cross-functional teams comprising operational experts and financial professionals fosters collaboration and facilitates the exchange of ideas and best practices. These teams can work together to devise tailored strategies, implement operational improvements, and monitor progress closely. Encourage a culture of knowledge sharing and collaboration, harnessing the collective expertise within the firm.

3. Continuous Operational Monitoring

Operational monitoring should be an ongoing process, especially when managing underperforming assets. Operational experts can actively track and analyze the asset’s performance, identify areas for improvement, and propose targeted operational interventions. Regular operational audits and periodic reviews provide opportunities to realign strategies, address emerging challenges, and capitalize on new market trends.

Data-Driven Governance

To effectively manage underperforming assets, private equity partners must adopt a data-driven approach to governance. By leveraging data and analytics, you can gain valuable insights into asset performance, make data-backed decisions, and drive positive outcomes.

1. Centralized Data Infrastructure

Establish a centralized data infrastructure to facilitate seamless data sharing and analysis across all levels of the organization. Invest in advanced analytics tools and reporting systems to enable real-time access to performance data, financial metrics, and operational indicators. This centralized approach ensures consistency and accuracy in decision-making processes.

2. Predictive Analytics and Scenario Modeling

Leverage predictive analytics and scenario modeling to assess various potential outcomes and their impact on underperforming assets. These tools enable private equity partners to make informed decisions

based on future projections, mitigating risks and capitalizing on opportunities. Combine financial and operational data to create comprehensive models that inform strategic actions.

3. Iterative Decision-Making Process

Data-driven governance requires an iterative decision-making process. Continuously monitor performance, reassess strategies, and adjust as needed. Regularly review the effectiveness of implemented measures, identify areas for improvement, and capitalize on early successes. By embracing an iterative approach, private equity partners can adapt swiftly to changing market dynamics and maximize the potential of underperforming assets.

Conclusion

Managing underperforming assets is a complex and challenging task that requires a multifaceted approach. By embracing transparency, leveraging operational expertise, and implementing data-driven governance, private equity partners can navigate through these challenges and unlock the hidden value within their portfolios. Remember, the journey toward transforming underperforming assets into high-performing gems begins with a commitment to full transparency, collaboration, and leveraging the power of data and operational excellence

Kevin N. Fine, MHA, MSM leads the KSDT-CPA Advisory team. He advises companies, investment firms and executive leadership on operations, strategy, and business process improvements. Any questions, do not hesitate to contact him at: kfine@ksdt-cpa.com.

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Managing Global Risks in Self-Funded Plans for Large Companies https://ksdtadvisory.com/managing-global-risks-in-self-funded-plans-for-large-companies/ Fri, 11 Aug 2023 14:17:53 +0000 https://ksdt-cpa.com//?p=11607 Large companies often face unique challenges when it comes to managing their employee benefit plans, particularly self-funded plans. These companies,...

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Large companies often face unique challenges when it comes to managing their employee benefit plans, particularly self-funded plans. These companies, operating on a global scale, must navigate a complex landscape of risks associated with their self-funded healthcare plans. In this article, we will explore the intricacies of managing global risks in self-funded plans for large companies and discuss strategies to mitigate these risks effectively.

Understanding Self-Funded Plans

Self-funded plans, also known as self-insured plans, are healthcare benefit programs where the employer assumes the financial risk of providing healthcare coverage for its employees. Unlike traditional fully insured plans, self-funded plans give employers greater control over plan design, cost management, and claim data. However, with this control comes the responsibility of managing the inherent risks involved.

Global Risks in Self-Funded Plans

Regulatory Compliance

One of the primary challenges for large companies with global self-funded plans is ensuring compliance with various international regulations. Each country may have its own set of rules and requirements regarding healthcare coverage, claims processing, privacy laws, and reporting obligations. Employers must navigate this complex regulatory landscape to avoid penalties, fines, or legal issues.

Currency Fluctuations

Operating in multiple countries exposes companies to currency risks. Fluctuations in exchange rates can impact the financial stability of self-funded plans. For example, if a company’s home currency strengthens against the local currency of a subsidiary, it may result in higher claim costs when converted back to the home currency. Effective risk management strategies need to be in place to mitigate the adverse effects of currency fluctuations.

Varied Healthcare Systems

Global self-funded plans must accommodate diverse healthcare systems across different countries. The structure, quality, and cost of healthcare services can vary significantly, leading to disparities in claim expenses. Understanding these variations is crucial for assessing the financial risks associated with each location and developing appropriate benefit designs and cost-sharing mechanisms.

Employee Mobility

Large multinational companies often have employees who frequently travel or relocate across different countries. Employee mobility introduces additional risks in managing self-funded plans, as healthcare

needs and costs may differ based on the country of residence or travel. Ensuring seamless coverage and managing claims for mobile employees can be complex and require robust administrative systems.

Cultural and Language Barriers

Operating in a global environment means dealing with diverse cultures, languages, and communication styles. Effective communication is vital to ensure employees understand their benefits, how to access healthcare services, and submit claims correctly. Language barriers and cultural differences can hinder effective plan management, leading to misunderstandings, claim denials, or inefficient processes.

Mitigating Global Risks in Self-Funded Plans

Partnering with Global Insurance Carriers

Large companies can collaborate with global insurance carriers with expertise in managing international self-funded plans. These carriers have in-depth knowledge of local regulations, healthcare systems, and risk management strategies. By leveraging their expertise, employers can ensure compliance, gain insights into regional risks, and implement effective risk mitigation strategies.

Robust Data Analytics and Reporting

Implementing robust data analytics and reporting systems is critical for managing global risks. By consolidating claim data from various locations, employers can gain insights into cost drivers, identify trends, and evaluate plan performance. These insights enable proactive risk management, such as adjusting benefit designs, negotiating contracts with healthcare providers, and implementing cost containment measures.

Global Compliance Teams

Establishing dedicated global compliance teams is essential for navigating international regulatory complexities. These teams should have expertise in local regulations, privacy laws, and reporting requirements. They can provide guidance on plan design, manage compliance audits, and ensure adherence to all legal obligations. Collaborating with legal and regulatory experts in each country can help mitigate compliance risks effectively.

Employee Education and Support

To overcome cultural and language barriers, companies should invest in employee education and support programs. Clear communication materials, translated into local languages, should be provided to employees to help them understand their benefits, claim procedures, and healthcare network access. Utilizing technology solutions, such as mobile applications or online portals, can facilitate easy access to information and streamline claim submission processes.

Risk Hedging Strategies

Companies can employ risk hedging strategies to mitigate the impact of currency fluctuations. These strategies may involve using financial instruments, such as currency forwards or options, to hedge against adverse exchange rate movements. Collaborating with financial advisors or risk management consultants can help develop customized hedging strategies aligned with the company’s risk appetite and financial goals.

Large companies with global self-funded plans face a myriad of risks that require careful consideration and proactive management. By understanding the unique challenges associated with global self-funded plans, employers can implement strategies to mitigate these risks effectively. Partnering with global insurance carriers, leveraging data analytics, ensuring compliance, providing employee support, and implementing risk hedging strategies are essential components of a comprehensive risk management approach. With diligent risk management practices in place, large companies can safeguard the financial stability of their self-funded plans and ensure quality healthcare coverage for their global workforce.

Kevin N. Fine, MHA, MSM leads the KSDT-CPA Advisory team. He advises companies, investment firms and executive leadership on operations, strategy, and business process improvements. Any questions, do not hesitate to contact him at: kfine@ksdt-cpa.com.

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Keep these DOs and DON’Ts in mind when deducting business meal and vehicle expenses https://ksdtadvisory.com/keep-these-dos-and-donts-in-mind-when-deducting-business-meal-and-vehicle-expenses/ Fri, 04 Aug 2023 20:24:18 +0000 https://ksdt-cpa.com//?p=11572 If you’re claiming deductions for business meals or auto expenses, expect the IRS to closely review them. In some cases,...

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If you’re claiming deductions for business meals or auto expenses, expect the IRS to closely review them. In some cases, taxpayers have incomplete documentation or try to create records months (or years) later. In doing so, they fail to meet the strict substantiation requirements set forth under tax law. Tax auditors are adept at rooting out inconsistencies, omissions and errors in taxpayers’ records, as illustrated by one recent U.S. Tax Court case.

Facts of the case

In the case, a married couple claimed $13,596 in car and truck expenses, supported only by mileage logs that weren’t kept contemporaneously and were made using estimates rather than odometer readings. The court disallowed the entire deduction, stating that “subsequently prepared mileage records do not have the same high degree of credibility as those made at or near the time the vehicle was used and supported by documentary evidence.”

The court noted that it appeared the taxpayers attempted to deduct their commuting costs. However, it stated that “expenses a taxpayer incurs traveling between his or her home and place of business generally constitute commuting expenses, which … are nondeductible.”

A taxpayer isn’t relieved of the obligation to substantiate business mileage, even if he or she opts to use the standard mileage rate (65.5 cents per business mile in 2023), rather than keep track of actual expenses.

The court also ruled the couple wasn’t entitled to deduct $5,233 of travel, meal and entertainment expenses because they didn’t meet the strict substantiation requirements of the tax code. (TC Memo 2022-113)

Stay on the right track

This case is an example of why it’s critical to maintain meticulous records to support business expenses for vehicle and meal deductions. Here’s a list of “DOs and DON’Ts” to help meet the strict IRS and tax law substantiation requirements for these items:

DO keep detailed, accurate records. For each expense, record the amount, the time and place, the business purpose, and the business relationship of any person to whom you provided a meal. If you have employees who you reimburse for meals and auto expenses, make sure they’re complying with all the rules.

DON’T reconstruct expense logs at year end or wait until you receive a notice from the IRS. Take a moment to record the details in a log or diary or on a receipt at the time of the event or soon after. Require employees to submit monthly expense reports.

DO respect the fine line between personal and business expenses. Be careful about combining business and pleasure. Your business checking account shouldn’t be used for personal expenses.

DON’T be surprised if the IRS asks you to prove your deductions. Vehicle and meal expenses are a magnet for attention. Be prepared for a challenge.

With organization and guidance from us, your tax records can stand up to inspection from the IRS. There may be ways to substantiate your deductions that you haven’t thought of, and there may be a way to estimate certain deductions (called “the Cohan rule”), if your records are lost due to a fire, theft, flood or other disaster.

© 2023

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4 ways corporate business owners can help ensure their compensation is “reasonable” https://ksdtadvisory.com/4-ways-corporate-business-owners-can-help-ensure-their-compensation-is-reasonable/ Thu, 27 Jul 2023 13:40:07 +0000 https://ksdt-cpa.com//?p=11532 If you’re the owner of an incorporated business, you know there’s a tax advantage to taking money out of a...

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If you’re the owner of an incorporated business, you know there’s a tax advantage to taking money out of a C corporation as compensation rather than as dividends. The reason: A corporation can deduct the salaries and bonuses that it pays executives, but not dividend payments. Therefore, if funds are paid as dividends, they’re taxed twice, once to the corporation and once to the recipient. Money paid out as compensation is only taxed once — to the employee who receives it.

However, there are limits to how much money you can take out of the corporation this way. Under tax law, compensation can be deducted only to the extent that it’s reasonable. Any unreasonable portion isn’t deductible and, if paid to a shareholder, may be taxed as if it were a dividend. Keep in mind that the IRS is generally more interested in unreasonable compensation payments made to someone “related” to a corporation, such as a shareholder-employee or a member of a shareholder’s family.

Steps to help protect yourself

There’s no simple way to determine what’s reasonable. If the IRS audits your tax return, it will examine the amount that similar companies would pay for comparable services under similar circumstances. Factors that are taken into account include the employee’s duties and the amount of time spent on those duties, as well as the employee’s skills, expertise and compensation history. Other factors that may be reviewed are the complexities of the business and its gross and net income.

There are four steps you can take to make it more likely that the compensation you earn will be considered “reasonable,” and therefore deductible by your corporation:

  1. Keep compensation in line with what similar businesses are paying their executives (and keep whatever evidence you can get of what others are paying to support what you pay).
  2. In the minutes of your corporation’s board of directors’ meetings, contemporaneously document the reasons for compensation paid. For example, if compensation is being increased in the current year to make up for earlier years in which it was low, be sure that the minutes reflect this. (Ideally, the minutes for the earlier years should reflect that the compensation paid then was at a reduced rate.) Cite any executive compensation or industry studies that back up your compensation amounts.
  3. Avoid paying compensation in direct proportion to the stock owned by the corporation’s shareholders. This looks too much like a disguised dividend and will probably be treated as such by the IRS.
  4. If the business is profitable, pay at least some dividends. This avoids giving the impression that the corporation is trying to pay out all of its profits as compensation.

You can avoid problems and challenges by planning ahead. Contact us if you have questions or concerns about your situation.

© 2023

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Starting a business? How expenses will be treated on your tax return https://ksdtadvisory.com/starting-a-business-how-expenses-will-be-treated-on-your-tax-return/ Fri, 21 Jul 2023 13:33:51 +0000 https://ksdt-cpa.com//?p=11525 Government officials saw a large increase in the number of new businesses launched during the COVID-19 pandemic. And the U.S....

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Government officials saw a large increase in the number of new businesses launched during the COVID-19 pandemic. And the U.S. Census Bureau reports that business applications are still increasing slightly (up 0.4% from April 2023 to May 2023). The Bureau measures this by tracking the number of businesses applying for Employer Identification Numbers.

If you’re one of the entrepreneurs, you may not know that many of the expenses incurred by start-ups can’t be currently deducted on your tax return. You should be aware that the way you handle some of your initial expenses can make a large difference in your federal tax bill.

Handling expenses

If you’re starting or planning to launch a new business, here are three rules to keep in mind:

  1. Start-up costs include those incurred or paid while creating an active trade or business — or investigating the creation or acquisition of one.
  2. Under the tax code, taxpayers can elect to deduct up to $5,000 of business start-up and $5,000 of organizational costs in the year the business begins. As you know, $5,000 doesn’t go very far these days! And the $5,000 deduction is reduced dollar-for-dollar by the amount by which your total start-up or organizational costs exceed $50,000. Any remaining costs must be amortized over 180 months on a straight-line basis.
  3. No deductions or amortization deductions are allowed until the year when “active conduct” of your new business begins. Generally, that means the year when the business has all the pieces in place to start earning revenue. To determine if a taxpayer meets this test, the IRS and courts generally ask questions such as: Did the taxpayer undertake the activity intending to earn a profit? Was the taxpayer regularly and actively involved? Did the activity actually begin?

Rules to qualify

In general, start-up expenses are those you incur to:

  • Investigate the creation or acquisition of a business,
  • Create a business, or
  • Engage in a for-profit activity in anticipation of that activity becoming an active business.

To qualify for the election, an expense also must be one that would be deductible if it were incurred after a business began. One example is money you spend analyzing potential markets for a new product or service.

To be eligible as an “organization expense,” an expense must be related to establishing a corporation or partnership. Some examples of organization expenses are legal and accounting fees for services related to organizing a new business and filing fees paid to the state of incorporation.

Decision to be made

If you have start-up expenses that you’d like to deduct this year, you need to decide whether to take the election described above. Recordkeeping is critical. Contact us about your start-up plans. We can help with the tax and other aspects of your new business.

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Traveling for business this summer? https://ksdtadvisory.com/traveling-for-business-this-summer/ Tue, 04 Jul 2023 13:37:54 +0000 https://ksdt-cpa.com//?p=11529 If you and your employees are traveling for business this summer, there are a number of considerations to keep in...

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If you and your employees are traveling for business this summer, there are a number of considerations to keep in mind. Under tax law, in order to claim deductions, you must meet certain requirements for out-of-town business travel within the United States. The rules apply if the business conducted reasonably requires an overnight stay.

Note: Under the Tax Cuts and Jobs Act, employees can’t deduct their unreimbursed travel expenses on their own tax returns through 2025. That’s because unreimbursed employee business expenses are “miscellaneous itemized deductions” that aren’t deductible through 2025.

However, self-employed individuals can continue to deduct business expenses, including away-from-home travel expenses.

Rules that come into play

The actual costs of travel (for example, plane fare and cabs to the airport) are deductible for out-of-town business trips. You’re also allowed to deduct the cost of meals and lodging. Your meals are deductible even if they’re not connected to a business conversation or other business function. Although there was a temporary 100% deduction in 2021 and 2022 for business food and beverages provided by a restaurant, it was not extended to 2023. Therefore, there’s once again a 50% limit on deducting eligible business meals this year.

Keep in mind that no deduction is allowed for meal or lodging expenses that are “lavish or extravagant,” a term that’s been interpreted to mean “unreasonable.”

Personal entertainment costs on the trip aren’t deductible, but business-related costs such as those for dry cleaning, phone calls and computer rentals can be written off.

Mixing business with pleasure

Some allocations may be required if the trip is a combined business/pleasure trip, for example, if you fly to a location for four days of business meetings and stay on for an additional three days of vacation. Only the costs of meals, lodging, etc., incurred for the business days are deductible — not those incurred for the personal vacation days.

On the other hand, with respect to the cost of the travel itself (plane fare, etc.), if the trip is primarily business, the travel cost can be deducted in its entirety and no allocation is required. Conversely, if the trip is primarily personal, none of the travel costs are deductible. An important factor in determining if the trip is primarily business or personal is the amount of time spent on each (although this isn’t the sole factor).

If the trip doesn’t involve the actual conduct of business but is for the purpose of attending a convention, seminar, etc., the IRS may check the nature of the meetings carefully to make sure it isn’t a vacation in disguise. Retain all material helpful in establishing the business or professional nature of this travel.

Other expenses

The rules for deducting the costs of a spouse who accompanies you on a business trip are very restrictive. No deduction is allowed unless the spouse is an employee of you or your company, and the spouse’s travel is also for a business purpose.

Finally, note that personal expenses you incur at home as a result of taking the trip aren’t deductible. For example, let’s say you have to board a pet while you’re away. The cost isn’t deductible. Contact us if you have questions about your small business deductions.

© 2023

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Value Your Business Internally and Externally https://ksdtadvisory.com/value-your-business-internally-and-externally/ Thu, 16 Feb 2023 18:08:27 +0000 https://ksdt-cpa.com//?p=11144 While preparing your succession or estate plan, it’s critical to value your family business both internally and externally. You might wonder what that...

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While preparing your succession or estate plan, it’s critical to value your family business both internally and externally.

You might wonder what that means because, understandably enough, you may assume your company has just one value. In fact, it can have multiple values depending on the valuation standard used. The different results can help you determine whether to keep the family business, pass it on to the next generation or sell it to an outsider.

Two common standards used in valuing a family business are:

1. Investment value. This gauges internal value, which represents the value to a particular investor based on individual investment requirements and expectations. In layman’s terms, it’s what the business is worth to the current owner(s).

2. Fair market value. This is the external value and refers to the price in terms of cash equivalents at which the property would change hands between hypothetical willing-and-able buyers and sellers if:

    • They’re acting at arm’s length in an open and unrestricted market,
    • Neither is under any compulsion to buy or sell, and
  • Both have reasonable knowledge of the relevant facts.

Simply put, this is what you can expect to get when you place your business on the market to sell to a qualified buyer.

The relevance of these two valuations lies in their differences. The investment value of an operating business could be higher or lower than the fair market value. That difference is driven by the actions that “control owners” take in their best interests. As examples, owners controlling a family business can often take advantage of:

Compensation. Owners have the flexibility to pay themselves higher-than-market compensation. A buyer in a fair market transaction has to pay only what the market requires to replace the owner’s compensation. In a family business, family members are on the payroll and also may receive more than market compensation. In addition, these family members may be employed only because the business is held in the family. If the business is sold, the new owners might not retain any family members or pay their high salaries, if they’re kept on.

Fringe benefits. Controlling owners of a family business can also manipulate fringe benefits. For example, they and family members may have life insurance, disability insurance or health insurance provided by the company. A new owner may not be able or willing to match that benefit. The business might also own an airplane or a vacation home and offer a liberal expense policy. These ownership benefits are unlikely to be retained by a buyer, which creates a difference between the investment value and the fair market value.

Related-party relationships and transactions. A family business might rent its business property from a related party, often for an amount higher or lower than the fair market rent. If the business is sold, the property might be at some economic risk. The attractiveness of the property to an outside buyer should be taken into account as these related-party transactions can have an impact on fair market value.

Changes in capital structure. Owners controlling the business have the power to maintain or change the capital structure of the business. In many cases, the capital structure isn’t ideal for the business. It often underutilizes debt, which deflates value on a fair market basis.

The bottom line is that these variations generate a difference in the value to the current owner (the investment value) and the value to a potential buyer (the fair market value).

You need to account for these differences in creating and adjusting your succession and estate plans. The values can help you decide what to do with the family business. Keep in mind that the effect of suddenly not owning a business can be considerable, both on you and family members — especially if you haven’t considered the different valuations. This needs to be part of your planning process, as well as that of any business partners you may have.

Professional advisors — including a CPA, attorney and valuation expert — can offer invaluable assistance in assessing the effect of selling your family business vs. retaining ownership within the family.

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