How to start your own S corporation

목차 (Table of Contents)

• CONTENTS
• Chapter 1 S Corporation - The Universal Cure - Maybe = 1
• What Is an S Corporation? = 1
• The Alternative Forms of Doing Business = 1
• Sole Proprietorship = 2
• Liability of a Sole Proprietor = 2
• Transferability of a Sole Proprietorship = 2
• Government Regulation of a Sole Proprietor = 2
• Partnership(General Partnership) = 2
• Liability of Partners = 3
• Transferability of a Partnership Interest = 3
• Limited Partnership = 4
• Corporation = 4
• Liability of the Owners of a Corporation = 6
• Transferability = 6
• Government Involvement = 6
• S Corporations = 6
• Limited Liability Company(LLC) = 7
• Estates and Trusts = 7
• Summary = 8
• Chapter 2 How Forms of Business Organization Are Taxed = 11
• Sole Proprietorship = 12
• Profits and Other Income = 12
• Losses, Limitations on Losses, and Loss Carryovers = 13
• At-Risk Limitations = 13
• Loss Carryovers = 14
• Partnership(General Partnership) = 15
• Profits - Who Pays the Tax? = 15
• Losses and Related Subjects = 16
• Basis = 16
• Nonrecourse Debt = 17
• Limited Partnership = 18
• Passive Income and Losses = 20
• Passthrough of Income = 20
• C Corporation = 21
• How the Corporation Is Taxed = 21
• How the Owners(Stockholders) of a Corporation Are Taxed = 22
• Double Taxation = 22
• Passive Income = 23
• When a C Corporation Makes Sense = 24
• Personal Service Corporations = 25
• S Corporations = 25
• Limited Liability Company(LLC) = 25
• Summary = 26
• Chapter 3 When to Be an S Corporation = 29
• S Corporation Taxes, in General = 29
• When an S Corporation May Be Good for You = 30
• Limited Liability = 30
• You Want to Pull Most of the Profit Out of the Business = 30
• There Are Only a Few Owners of the Business = 31
• The Stockholders Have No Other Significant Income = 31
• You'd Like to Pay Less Social Security Tax = 31
• The Pay-No-Salary Trap = 32
• The IRS Position = 32
• The Business Will Be Conducted in Several States = 32
• Personal Service Corporations = 33
• When an S Corporation May Be Bad for You = 33
• You Need to Keep Most of the Profits in the Business = 33
• The Stockholders Do Not Fit the Requirements of the Tax Code = 33
• There Is a Dissident Stockholder = 34
• There Is a Need for Different Classes of Stock = 35
• Straight Debt = 36
• Voting Rights = 37
• You Expect Initial Losses and, Therefore, Need All Basis Possible = 37
• S Corporation Debt as Basis = 37
• Stockholder Guarantees as Loans = 38
• You Already Have a C Corporation with Losses to Carry Forward = 39
• You Convert from C Status to S Status and the Corporation Owns Appreciated Assets = 39
• Loss of Some Fringe Benefits = 40
• Pension Plans = 40
• Medical Expense Plans = 40
• Need for Careful Attention to Details = 41
• State Income Taxes = 41
• Summary and Examples = 42
• Chapter 4 Procedures for Becoming and Continuing as an S Corporation = 47
• Starting as an S Corporation from Day One of Your New Corporation = 47
• Contact Your State's Corporation Authority and Obtain a Schedule of Fees = 48
• Hold a Meeting of All the Prospective Owners of the Corporation = 48
• Who Will Be the Initial Stockholders of the Corporation and How Much Will Each Invest? = 48
• Who Will Fill the Statutory Offices of the Corporation? = 49
• Who Will Be the Incorporator(s)? = 49
• Restrictions on the Stock That Is to Be Issued = 49
• Should You Incorporate in Your Home State or Some Other State? = 49
• Write Down Your Decisions = 50
• File the Paperwork with the Appropriate State Office = 50
• What Forms Should Be Filed? = 50
• Application for Reservation of Name = 50
• Articles of Incorporation = 50
• Designation of Resident Agent = 51
• Certificate of Acceptance of Appointment of Resident Agent = 51
• Corporation Charter or Certificate = 51
• SS-4, Application for Employer Identification Number = 51
• IRS Form 2553, Election by a Small Business Corporation = 52
• Stockholders' Consent = 53
• Sole Proprietorship Changing to an S Corporation = 54
• Forms to File with Your State = 54
• Forms to File with the IRS = 54
• Avoid Tax When You Transfer Your Business to a Corporation(S or C) = 55
• Partnership or LLC Changing to an S Corporation = 56
• Converting a C Corporation to an S Corporation = 57
• Dealing with Your State Corporation Authority = 57
• Hold a Directors' or Stockholders' Meeting = 57
• Get Right with the IRS = 57
• Employer Identification Number = 57
• IRS Form 2553, Election by a Small Business Corporation = 58
• Tax Year for Your Corporation After Changing to S Status = 58
• Get Rid of Accumulated Earnings, If Possible = 58
• Procedures to Keep Your S Corporation Legal over the Years = 59
• Bylaws = 59
• Corporate Minutes of Meetings = 60
• Annual Reports to Your State = 60
• Keep on Good Terms with the IRS = 61
• Form 11205, U.S. Income Tax Return for an S Corporation = 61
• Don't Neglect Your State's Tax Department = 62
• Example of a New S Corporation and the Forms It Files = 62
• Chapter 5 More Nit-Picking Rules - Some Good／Some Bad = 83
• Requirements for a Corporation to Be an S Corporation = 83
• Who May Own Stock in an S Corporation = 83
• How to Count the Individual Stockholders for the Maximum of 75 Rule = 84
• Rules for Qualified Subchapter S Trusts(QSSTs) = 84
• Electing Small Business Trusts = 84
• Subsidiary S Corporations = 84
• Rules to Follow to Have Subsidiary S Corporation(s) = 85
• When to File a QSub Election = 85
• Care Needed When an S Corporation Buys an Existing C Corporation = 85
• Accumulation of Undistributed Profits = 86
• Accumulated Adjustments Account = 87
• Other Adjustments Account = 87
• Shareholders' Undistributed Taxable Income Previously Taxed = 87
• Earnings and Profits(E&P) = 88
• Order of Distributions = 88
• Passive Investment Income = 89
• The Tax on Excess Net Passive Investment Income of an S Corporation = 90
• Tax Years = 90
• Change of Stockholders = 92
• Tax on Built-in Gains = 92
• LIFO Recapture Tax = 94
• Section 1244 Stock = 95
• Termination of S Corporation Status = 96
• Carryovers of Tax Items When a Corporation Changes from S to C or C to S = 98
• Net Operating Losses Incurred by C Corporations = 98
• Net Operating Losses Incurred by S Corporations = 99
• Disposition of S Corporation Income on Which Stockholders Have Paid Income Tax = 100
• Should Stockholders Buy Assets Personally and Lease to the Corporation? = 101
• Office-in-Home Expense = 102
• Expenses of Your Home-Based Business = 102
• Set Up an Accountable Plan in Your' Corporation = 103
• Social Security Taxes, the IRS, and Congress = 104
• Other Rules = 107
• Chapter 6 An Alternative - The Limited Liability Company(LLC) = 113
• Definition of an LLC = 113
• Variations in State Laws = 113
• Taxation of LLCs and Check-the-Box Regulations = 114
• Check-the-Box Regulations = 114
• What Happens If an LLC Does Not File a Form 8832? = 115
• When an LLC May Be Good for You = 115
• No Limit on the Number of Owners(Members) = 115
• Types of Entities That Can Be Members of an LLC = 115
• An LLC Can Own Other Business Entities = 116
• An LLC Can Have Different Classes of Membership = 116
• You Want to Attract Venture Capitalists = 117
• When an LLC May Be Bad for You = 117
• Are You a Sole Owner of Your Business? = 117
• Do You Plan to Do Business in Many or All States? = 117
• Earnings of Your LLC May Be Subject to Social Security Taxes = 117
• Unresolved Questions = 118
• Basis, Loan Guarantees, and Loans from Banks and Other Sources = 118
• Professional Limited Liability Company(PLLC or PLC) = 119
• Procedure to Set Up an LLC and Keep It Alive = 120
• Articles of Organization = 120
• LLC Operating Agreement = 121
• Filing Fee = 121
• Annual Report and Annual Fees = 121
• When Does Your LLC Come into Existence? = 122
• Converting Your Present Form of Business to an LLC = 122
• C Corporation = 122
• S Corporation = 123
• Partnerships = 124
• Limited Partnerships = 124
• Sole Proprietorship = 124
• Summary = 124
• Example of Setting Up a New LLC = 125
• Appendixes = 143
• Appendix A : Tax Rate Schedules for 2000 = 145
• Individuals = 145
• Corporations = 147
• Appendix B : Limited Liability : How Limited Is It? = 149
• Appendix C : S Corporation Documents and Forms = 153
• Corporation Forms to File with Your State = 153
• The IRS Forms = 163
• Appendix D : Limited Liability Company Documents and Forms = 213
• LLC Forms to File with Your State = 213
• Checklist for Preparation of Operating Agreement between Members of a Limited Liability Company(LLC) = 220
• The IRS Forms = 221
• Appendix E : Records to Be Kept and Information to Be Filed = 229
• Index = 233