9 - 1 ©2004 Prentice Hall, Inc. Taxation of Corporations Chapter 9

9 - 1©2004 Prentice Hall, Inc.

Taxation ofCorporations

Chapter 9


Corporation

A business entity created under the laws of state of incorporation

Owns property and can be sued directly Shareholder’s own part of corporation but no

interest in individual assets Shareholders have limited liability Corporation has unlimited life Free transferability of ownership interest Centralized management


Advantages

Easier to raise capital than other business forms

Corporations that reinvest their income rather than paying dividends could have lower tax bill than flow-through entities

Shareholder can be employee and participate in tax-free employee fringe benefits that are deductible by the corporation

Corporation can select calendar or fiscal year


Disadvantages

Double taxationMinimized by 2003 Tax Act reduction in tax

rate on dividend income to 15% (5% for individuals in 10% or 15% tax bracket)

C corporation cannot deduct losses of the corporationOffset NOL against operating incomeOffset capital losses against capital gains


Capital Structure

EquityCommon stock – shareholders have last claim

on income and assets in liquidation but no limit on sharing in income when profitable

Preferred stock – claims take precedence over claims of common stockholders for dividends (paid stated dividend rate first) and assets in liquidation

Debt Interest on debt is deductible (but dividends are

not deductible)


Dividend Received Deduction

To relieve burden of multiple taxation on corporate income

DRD based on percentage of ownership in the distributing corporation100% DRD for 80% or more owned affiliate80% DRD for ownership of 20% up to 80%70% DRD for ownership less than 20%

DRD limited to percentage times lesser of taxable income or dividend incomeUnless deducting DRD % x dividend income

creates or increases NOL


Charitable Contributions

Overall limit 10% of taxable income beforeCharitable contribution deductionDividend received deductionNOL or capital loss carrybacks

Excess carried forward up to 5 years Accrual basis corporation can deduct in year

accrued ifPayment authorized by board before year endPayment made by 15th day of 3rd month

following close of tax year in which accrued


Charitable Contributions

Deduction for ordinary income property usually limited to basis

Deduction for LTCG property is FMV Deduction for inventory (if donated for care of

infants, poor or ill) increased by 50% of difference between basis and FMV (not to exceed twice basis)Similar exception for gifts of scientific property

given to universities and research organizations


Capital Gains and Losses

All capital gains taxed as ordinary income Capital losses can only offset capital gains

Net loss carried back 3 years as short-term capital loss and forward up to 5 years in sequence

Losses not used in this period are lost


Net Operating Losses

NOLs incurred in 2001 and 2002 can be carried back 5 years

NOLs incurred after 2002 can be carried back 2 years

Remaining NOL carried forward 20 yearsCan elect to forgo carryback and carry

forward only


Computing Corporate Tax

Taxable revenuesLess: Deductible expenses

Equals: Taxable incomeTimes: Corporate tax rate

Equals: Corporate taxPlus: Additions to taxLess: Tax credits

Equals: Net corporate tax


Corporate Tax Rates

Corporate rates not affected by 2003 Tax Act 15% on first $50,000 25% on $50,001 - $75,000 34% on $75,001 - $100,000 39% (34% + 5% surtax) on $100,001 - $335,000 34% on $335,001 - $10,000,000 35% on $10,000,001 - $15,000,000 38% (35% + 3%) on $15,000,001 - $18,333,333 35% on over $18,333,333


PSC

Personal service corporation is a corporationProviding service in the field of accounting,

actuarial science, architecture, consulting, engineering, health, law, or performing arts and

Employees own substantially all of the corporation

Flat 35% tax rate applies on entire taxable income

Encourages owner-employees to take earnings out of corporation as salary


Reconciling Book/Tax Income

Form 1120 corporate tax returnSchedule L – beginning and ending

financial accounting balance sheetSchedule M-1 – reconciliation of after-tax

net income on books with taxable income before DRD and NOL carryover

Schedule M-2 – reports changes in unappropriated retained earnings


Schedule M-1


Tax Credits

Can reduce tax liability but not below zero General business credit – a group of credits

aggregated into one creditCannot exceed $25,000 plus 75% of tax

liability in excess of $25,000Unused credits carried back 1 year and

forward 20 years


Alternative Minimum Tax

AMT is a parallel tax that broadens the regular income tax base to ensure some taxes are paid

Small corporation are exemptAverage annual receipts less than $5 million

in each of prior taxable yearsRemain exempt until average annual gross

receipts exceed $7.5 million


Calculating AMT

Corporate taxable income

Plus/minus AMT adjustments

Plus: Preference items

Equals: AMT incomeLess: Exemption

Equals: AMTI baseTimes: AMT rate

Equals: Gross AMT


Calculating AMT

Gross AMTLess: Regular corporate tax

Equals: Alternative minimum taxLess: Credits

Equals: Net AMT

Corporation only pays AMT if gross AMT is greater that its regular corporate income tax


AMT Adjustments

Timing differencesDifference between regular tax depreciation

and AMT depreciationDifference between gain reported for AMT by

percentage-of-completion method over gain reported on completed contract method for regular tax

75% of difference between adjusted current earnings (ACE) and gross AMTI before this adjustment


AMT

$40,000 ExemptionPhased out at rate of $1 for every $4 AMTI

exceeds $150,000 (completely phased out at $310,000 AMTI)

Credit – equal to AMT paid in prior yearsCarried forward indefinitely but can only

offset regular tax in excess of AMT


Filing and Payment

Form 1120 due on 15th day of 3rd month following close of tax yearFile Form 7004 for 6 month automatic extension

Quarterly estimated tax payments due on 15th day of 4th, 6th, 9th, and 12th months of tax yearUnderpayment penalty assessed if liability $500

more than estimated payments If taxable income less than $1 million in each of 3

preceding years, no penalty if each estimated payment equals 25% of prior year’s tax liability


Consolidated Returns

Affiliated group – parent corporation must directly own 80% or more stock of subsidiaryCan have more than 2 corporations if 80% of

stock owned by one or more corporations that are part of affiliated group

Consolidated return reports combined results of operations of all corporations in the groupAll subsidiaries must consent and must have

or change to same tax year as parent


Consolidated Net Income

Affiliated corporations viewed as divisions of parent requiring modification for deferred intercompany transactions and intercompany dividends

Items subject to limitations and netting are determined on a consolidated basisCapital gains and lossesSection 1231 gains and lossesCharitable contributions deductions


Consolidated Tax Returns

AdvantagesIntercompany dividends are eliminated from

taxationGains on intercompany transactions are eliminatedDeductions subject to limitation may be allowed

when consolidatedLosses of one corporation can offset gains of

anotherIncome from one corporation can offset losses of

anotherLimitations based on consolidated income permit

greater use of deductions or credits


Corporate Distributions

Dividend – a distribution of corporate earnings and profits (E&P) that is taxable income to shareholders but not deductible by the corporation2003 Tax Act lowed rates on dividend

income to 15% (5% for individuals in 10% or 15% tax brackets) – same rates as LTCG


Dividends

Dividends in excess of E&PTax free return of capital to extent of

shareholder’s stock basis (reducing basis)Excess distribution is capital gain

E&P measures how much a corporation can distribute as dividends and leave contributed capital intactStarts with taxable income but is adjusted for

positive and negative adjustments


Computing Current E&P

DRD, loss carryovers, and tax-exempt income are added back

Federal income taxes paid are deductible Charitable contributions are deductible without

regard to the 10% limit 20% of Section 179 expensing allowed Also deductible for E&P are life insurance

premiums on key employees, capital losses in excess of capital gains, nondeductible expenses related to tax-exempt income, disallowed losses on related party sales, and nondeductible fines


E&P

Current earnings and profits (CE&P) - the current year’s taxable income (as adjusted)

Accumulated earnings and profits (AE&P) – accumulations of CE&P for all prior years that has not been distributed as dividends

Dividends are first paid from CE&P then AE&P Property distributions – corporation recognizes

gain on distribution of appreciated property (but not loss)Value of distribution is net FMV (net of any liabilities

assumed) and basis to shareholder is FMV


Stock Dividends and Rights

Stock dividend – distribution of stock giving shareholder a greater number of sharesNontaxable if proportionate distribution (unless

given choice of cash or stock)Shareholder allocates basis among all shares

of stock Stock rights – if value of rights is less than

15% of value of stock, then no basis need be allocated to rights


Redemptions

Redemption – a repurchase of stock from a shareholder by the issuing corporation If treated as sale, shareholder recognizes capital

gain on difference between FMV received and basis of stock surrenderedSale treatment if complete termination of

interest or if substantially disproportionate (ownership after redemption less than 80% of before redemption ownership and less than 50% ownership)

If not a sale, then taxed as dividend on full amount received (to extent of E&P) and basis transfers to other shares of stock owned


Redemptions

Attribution rules apply in determining ownershipFamily attribution – includes stock owned by

spouse, parent, child, grandchildEntity to owner – proportionately from partnership

to partners, from estate or trust to beneficiaries, from corporation to 50% or greater shareholders

Owner to entity – from partner to partnership, from beneficiary to estate or trust, from 50% or greater shareholder to corporation


Partial Liquidation

Partial liquidation – similar to redemption when corporation significantly reduces its operations or terminates one of its qualifying businessesCorporation recognizes gain on distribution of

appreciated property (but not loss)Sale treatment for noncorporate shareholdersDividend to corporate shareholders (eligible

for DRD)


Liquidating Distributions

Corporations can recognize loss as well as gain on distribution of property in liquidation

Shareholders recognize gain or loss on difference between FMV received and basis of stock surrenderedBasis of property to shareholders is FMV

Parent corporation can liquidate a subsidiary tax free (but basis of assets carries over)


Constructive Dividends

Shareholders receiving informal economic benefits Examples include rents in excess of property’s

FMV, use of corporate property for personal use, loans to shareholder at no interest, payment of personal expenses by corporation, and excessive compensation

Benefit reclassified by IRS as dividend is taxable to shareholder and not deductible by corporationBenefits to related parties can also be reclassified

as dividend to shareholder


Penalty Taxes

Penalty taxes to encourage payment of dividends to shareholdersPersonal holding company – closely held corporation

with more than 60% AOGI from passive sourcesAccumulated earnings tax – assessed when

corporation accumulates more than $250,000 ($125,000 if service business) without valid business needs

2003 Tax Act lowed these penalty tax rates to 15%


Controlled Groups

Controlled groups must apportion lower tax rates to members of group

Parent-subsidiary group – 2 or more corporations with a common parentParent directly owns 80% of stock of subsidiary80% or more of stock must be jointly or separately

owned of all other corporations by parent and subsidiaries

Brother-sister group2 or more corporations have 80% of more of each

corporation’s stock owned by 5 or few individuals and sum of lowest common ownership of each shareholder is 50% or more


Exempt Organizations

Appendix 9A



Organizations whose purpose is to serve the public are classified as tax-exempt organizations

Persons who donate to exempt organizations may be permitted a charitable contribution deduction

Exempt organizations do not pay tax on their income if they qualify under Section 501(c)

If it fails to meet the requirements on a continuing basis, it may either lose its status or be assessed an income or excise tax



Exempt organizations normally operate as corporations or as trusts

An exempt organization can be assessed taxes when it engages in prohibited transactionsUnrelated businessesTransactions that benefit disqualified

persons


UBIT

An exempt organization is assessed the unrelated business income tax if it regularly carries on a trade or business that is substantially unrelated to the organization’s exempt purposeA business is substantially unrelated to the

exempt purpose if the sales of goods or services do not make a significant contribution to its exempt purpose


UBIT

UBIT is assessed when the exempt organization regularly carries on a business that competes with for-profit businesses

UBIT is assessed on the net unrelated business income at the regular corporate tax rates$1,000 exemption is allowed


UBIT

Gross unrelated business income

Less: Deductions

Plus/minus: ModificationsLess: $1,000 exemption

Equals: Unrelated business incomeTimes: Corporate tax rates

Equals: Unrelated business income tax


Filing

Form 990: Return of Organizations Exempt from Income Tax is due on the 15th day of the 5th month after the close of the organization’s tax year

If UBIT must be paid, then it must also file Form 990-T: Exempt Organization’s Business Income Tax Return


Excise Taxes

An excise tax is levied on any excess benefit transaction in which a disqualified person participates (bargain purchase or personal use of assets)Disqualified person – anyone who can

substantially influence the activities of an exempt organization

Excise tax is 25% of the excess benefit (up to $10,000 maximum) for the disqualified person (200% if they fail to correct the transaction) and 10% for the exempt organization’s manager


Private Foundation

Exempt organizations are classified as private foundations if they are not supported by or operated for the general public as a whole but have a more narrow focus for their activities

Private foundations exclude 501(c)(3) organizations that receive a major part of their support from the public or governmentTo be excluded, an external support test and

internal support test must be met


Private Foundations

External support test – must receive more than one-third of annual support from the general public, governments, or other exempt organizationsSupport includes membership fees,

contributions, and grants Internal support test – limits interest,

dividends, rent, royalty, and unrelated business income (net of tax) to one-third of the total support


Private Foundations

Subject to taxes on investment income, for failure to distribute its income, for excess business holdings, for investing in speculative assets, and for participating in transactions with disqualified personsExcise tax on investment income is 2%Taxes on other activities range from 5% to 15%Second round of excise taxes of up to 200% if

corrective actions are not taken


Multistate Issues

Appendix 9B


Income Taxes

46 states assess some type of income tax on corporationsFranchise tax – an excise tax based on the

right to do business or own property in the state

Rates typically range from 4% to 10% Most states piggyback on the federal system

by beginning their computations with the corporation's federal taxable income


Income Taxes

Typical modifications of federal taxable income includeState and local income taxesInterest income earned on state and local

bondsInterest income on federal notes or bondsDividends received deductionNet operating losses


Income Taxes

Nexus – the connection between a state and the business that the state is seeking to taxNexus can be established through physical

presence of corporate property or employees in the state

When there is nexus in several states, each state can tax only the percentage of income based on the business allocated to that stateMost states use the three-factor allocation

formula of sales, payroll costs, and tangible property


Income Taxes

Nonbusiness income (interest, dividends, rent) is taxed in one state only Usually where corporation is domiciled or where

property is located or used Income tax planning usually involves shifting

income from high-tax states to low-tax states by outsourcing some functions to eliminate nexus in a state or shifting assets

A few states subject S corporations to their corporate income tax


Sales Taxes

45 states charge sales taxes that typically range from 3% to 7%Many local governments impose local sales

taxes resulting in more than 7,400 different taxing jurisdictions

Sales taxes are imposed on gross receipts from retail sales or leases of tangible personaltyRetailer is responsible for collecting


Sales Taxes

Multistate retailers must determine not only the appropriate tax rate but also which items are subject to tax in each locationExempt items typically include food,

prescription drugs, realty, intangible property, and most services

A state can require an out-of-state business to collect sales tax only if it has nexus with the state


Sales Taxes

Use tax – imposed on the use of property brought into a state when sales tax was not paid in the state of purchaseA use tax is self-assessed and usually has

the same rate as the sales tax


The End

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9 - 1 ©2004 Prentice Hall, Inc. Taxation of Corporations Chapter 9