Originally Posted by Trabmil
My step father has a real estate agency, a S Corp, and he is the sole owner. He wants to transfer the business to me, and retire. What needs to be done?
basically, handling the tax aspects on selling an s corp is critical to make sure you squeeze as much after-tax profit from the sale as possibleThe most important consideration in determining the tax treatment of an S corp sale is how the transaction is structured. Business owners have 2 choices: 1.They can either sell the stock the S corp, or 2.they can sell the assets of the corp, keeping the existing corporate structure intact. For the S corp owner, the simplest way to structure a transaction is through a stock sale. In that case, you take the amount of cash the business owner receives for the stock and then subtract the business owner's tax basis in the S corp shares. Although S corp tax basis calculations can be complicated, the owner's basis will generally be equal to the owner's capital investment in the business, adjusted for any difference between the amount of taxable income the S corp has generated during its tenure and the amount of money the owner has withdrawn from the S corp in distributed profits. If the sale proceeds are higher than the tax basis, then the S corp. owner will recognize capital gains on the sale on 1040.
but, in the case of an asset sale , itinvolves some extra steps. The s corp owner has to assign individual tax basis amounts to each asset sold, and then the purchase price must be allocated to each asset. On some assets, any resulting gain won't qualify for favorable capital gains treatment. Say, for instance, for assets with no tax basis such as a/r, I mean accounts receivable, the sale results in income taxed at ordinary income tax rates. Similarly, some gain on sales of depreciated equipment will be subject to higher depreciation-recapture rates . The net impact is higher taxes for the business owner in most instances.
So, selling business owners will typically prefer stock sales. But the buyer will prefer asset sales, because they will allow the buyer to reset the basis of depreciable assets and get larger depreciation deductions going forward. Some complex tax provisions sometimes allow the parties to make an election to have a stock sale treated in a similar way to an asset sale in certain situations, but they typically require specialized advice from experts to use them to best advantage.
ifhe does not sell the s corp but gives it o you as a gift, then,
it is a gift since it is transfer to you, an individual, either directly or indirectly, where full consideration measured in money or money's worth)
is not received in return. As a sole owner of the biz, l mean unless he lives in a community pty law state,, his lifetime exemption is $5.6M for 2018.That gives business owners considerable latitude to transfer a part or all of the company as a gift. Your step fathers owes taxes only on amounts exceeding the exemption, but once the business is out of his hands, it's no longer part of your estate, and future growth of the company won't subject your estate to additional taxes.so I mean unless the value of the s corp exceeds the exemption, is $5.6M for 2018, he just needs to file form 709 with the irs. IRS Form 709 is due on or before April 15 of the year following the year in which you made taxable gifts.