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View Full Version : Offsetting tax on profits in an S-Corp.



WheelsnWings
09-27-2014, 12:59 PM
I am considering purchasing a small business setup as an S-corp. This would be done by a stock purchase/buyout done over 5 years. Essentially the owner is retiring for health reasons and giving me the opportunity to buy in over time.

We have agreed that both of us will take a fixed income during that period and as much as possible all profits will remain in the business and become mine for working capital at the end of that period. I will be taking a reasonable salary, current owner want to be paid as a consultant not as an employee of the business.

As I understand it, taxes on the profits the company makes will be calculated on the tax rate of my salary and I will be responsible to pay that personally. First year thats ok, but as the years go on and I become an owner of great shares of the company (and eventually sole owner) the tax on the profits could completely exceed my total salary for the year. At current business level it would be well over 1/2.

So we've discussed some sort of dividend, bonus or other mechanism that lets me cover the liability I will have. If we do a dividend then the current owner will have to receive a dividend equal to his owned share - and he doesnt want to to that. If we pay me a bonus for the tax - then the tax itself is subject to payroll and income tax too, taking further profit out of the store.

I'm looking for the best mechanism to help me offset the additional tax over my salary. Any ideas?

One wrinkle is that the store owes the current owner a note for money her had to put back into the business when a big expense came up. Could we take the dividend then have the owner accept that as part of the payment for this note?

Freelancier
09-27-2014, 04:44 PM
Seems like you'd want to talk with your CPA instead of getting advice from people on a free forum who have no liability if the advice turns out to be wrong (or criminally wrong for that matter).

My general take is that you never want to incur a tax liability from a business transaction without getting at least enough cash to cover that liability. It usually leads to heartache. So you may want to re-think the deal's structure... and have your CPA advise you on how best to structure the deal for your own financial situation.

Jschultz
10-01-2014, 02:31 PM
Wheels
Partners in a S corp must take proportionate distributions. It sounds like you understand that. And that is essentially your problem.

My suggestion is to talk to your accountant and see if they can figure out a way use the distribution to your partner to increase her loan.

Perhaps you should also reconstruct the deal as well. I am not clear on what is going to happen to the loan once the other owner is bought out. Are they going to try an collect on it.

If I was the owner I would make sure my loan was paid off over the 5 year buy out. I would reduce the amount of stock purchase by the loan repayment.

I really think you should sit down with someone who knows how to properly do this transaction.