Corporate Income Tax Tx 8120. Learning Goals 1.Explain ___ and _ of incorporating, 2.Calculate shareholder-level _, 3.Discuss corporate _____

Corporate Income TaxTx 8120

Learning Goals

1. Explain _____ and _____ of incorporating,

2. Calculate shareholder-level _____,

3. Discuss corporate _______ requirements,

4. Explain corporate choices in accounting ________ and methods,

5. Describe effects of _________ transactions on corporations and owners, and

6. Determine impact of dividend received deduction.

You should be able to:

Business Form ChoicesSole proprietorships

Partnerships

C corporations

S corporations

Limited liability companies

Corporate form

Quote Worth Re-Quoting

“Decisions to embrace the corporate form of organization should be carefully considered, since a corporation is like a ________ ____: easy to enter, difficult to live in, and painful to get out of.”

Corporate form

Check the Box

• Treated as corporation if:– _________ business entity– Unincorporated business entity but box _________– Publicly traded __________

• Unincorporated business entity– ___________ if box checked or PTP– _________ if ≥ two members and box unchecked– _______ (sole proprietorship) if only one corporate

(individual) member and box unchecked

Corporate form

C Corporation Advantages

Corporate form

• Easy to create– Simple ______ procedures– Often done ____-free

• Limited liability

• Few restrictions on raising capital– No limit on _______ and _____ of owners – Multiple ________ of stock allowed

C Corporation Disadvantage(Double Tax)

• Many opportunities for reducing double tax in ______-_____ corporations– Deferring __________– __________ profits as salary, rent, or interest

• _______ tax effect may be small– DRD for _________ shareholders, §243– Individual shareholders taxed at __% or ___%

Corporate form

Reducing Double Tax(Siphoning Strategy)

C

Dividendsof $____

Profit $100RateTax

DividendsRateTax

C

Salaryof $____

Profit $100SalaryTaxableRateTax

SalaryRateTax

Corporate form

Tax Rate Terminology

Statutory Tax Rates: Appear in _____

€

= Total Income Tax

Total Income

€

= Incremental Income Tax

Incremental Income

________ Tax Rate

________ Tax Rate

Tax rate concepts

Section 11(a)(Domestic Corporations)

(a) Corporations in general.

A tax is hereby imposed for each taxable year on the taxable income of every corporation.

Tax basex Tax rate

Tax

Tax rate concepts

DomesticCorporation’s

U.S. TaxLiability

Income- Exclusions

Gross income- Regular deductions and losses

Taxable income before special deductions- Net operating loss deduction- Dividend received deduction

Taxable incomex Statutory tax rates

Income tax before credits- Credits+ Recapture of prior credits

Regular income tax liability+ Alternative minimum tax+ Accumulated earnings tax+ Personal holding company tax- Estimated tax payments

Income tax liability

Tax rate concepts

Section 882(a) (Foreign Corporations)

(a) Imposition of tax.

Tax basex Tax rate

Tax

(1) In general. A foreign corporation engaged in trade or business within the United States during the taxable year shall be taxable as provided in section 11, 55, 59A, or 1201(a) on its taxable income which is effectively connected with the conduct of a trade or business within the United States.

Tax rate concepts

ForeignCorporation’s

U.S. TaxLiability

Income- Exclusions

Effectively connected gross income- Apportioned deductions and losses

Taxable income before special deductions- Net operating loss deduction- Dividend received deduction on ECI

Effectively connected taxable incomex Statutory tax rates

Income tax before credits- Credits+ Recapture of prior credits

Regular income tax liability+ Alternative minimum tax+ Investment income @ 30% tax- Estimated tax payments

Income tax liability

1. Regular rates on U.S. _________ income

2. ___% (or treaty rate) on U.S. ___________ income

U.S. taxes FCs at:

Tax rate concepts

Section 11(b)(1)

(b) Amount of tax.

(1) In general. The amount of the tax imposed by subsection (a) shall be the sum of--

(A) 15 percent of so much of the taxable income as does not exceed $50,000,

(B) 25 percent of so much of the taxable income as exceeds $50,000 but does not exceed $75,000,

(C) 34 percent of so much of the taxable income as exceeds $75,000 but does not exceed $10,000,000, and

(D) 35 percent of so much of the taxable income as exceeds $10,000,000.

Tax rate concepts

Section 11(b)(1)

In the case of a corporation which has taxable income in excess of $100,000 for any taxable year, the amount of tax determined under the preceding sentence for such taxable year shall be increased by the lesser of (i) 5 percent of such excess, or (ii) $11,750. In the case of a corporation which has taxable income in excess of $15,000,000, the amount of the tax … shall be increased by an additional amount equal to the lesser of (i) 3 percent of such excess, or (ii) $100,000.

Tax rate concepts

Statutory Tax Rates(Lower Brackets)

Taxable Income

Rat

es

15%

25%

34%

$100,000 $200,000 $300,000

34%

Tax rate concepts

Taxable Income

Rat

es

$5 million

35%

$10 million $15 million $20 million

35%34%

Statutory Tax Rates(Upper Brackets)

Tax rate concepts

Marginal Tax Rates

Tax rate concepts

Treating corporate profit as incremental income, what is a shareholder’s marginal tax rate on corporate profit currently distributed as a dividend?

What is a shareholder’s marginal tax rate on corporate profit distributed as a dividend in a later year?€

MTR sh = t c + t sh (1 - t c)

€

MTRsh = tc + tsh (1 - tc)(1 + d)y

Assume a sole shareholder’s tax bracket is 35% and her corporation’s tax bracket is 35%. What is the shareholder’s MTR on $100 the corporation earns and distributes?

Assume the same tax rates mentioned above except the corporation defers paying a dividend for three years. Using a discount rate of 10%, what is the shareholder’s MTR now?

Marginal Tax Rates(Examples)

Tax rate concepts

Filing Requirements

• File Form 1120 by ___th day of __rd month– Schedule ___ is balance sheet

– Schedule ___ reconciles book and taxable income

– Schedule ___ reconciles retained earnings

– Schedule ___ for midsize and large corporations

• Section 6012(a)(2) requires a _______, even if taxable income is zero.

• Form 7004 provides an automatic __-month extension

Procedural matters

Taxable Years

• Selecting initial taxable year on first return– Choices include

• ________ year, §441(d)• _______ year, §441(e)• Annual period of __ or ___ weeks ending on same

day of week, §441(f)

– Income of initial and last year not __________

• Changing taxable year, §442– Usually needs IRS ________– Income of short period __________, §443(b)(1)

Procedural matters

Taxable Years(Annualizing Income)

€

1. Taxable income for short period x 12

Short period months =

2. Annualized income x statutory tax rates =

€

3. Annualized tax x Short period months

12 =

Procedural matters

Taxable Years(Example)

Corporation earns $100,000 taxable income during short taxable year of 3 months. Without annualization, the corporation’s federal income tax equals $22,250 (i.e., 22.25% average tax rate). What is the corporation’s actual ATR?

€

Annualized income = $ x months

months = $

Annualized tax = $ x statutory rates = $

€

ATR =

=

€

Tax liability = $ x months

months = $

Procedural matters

Accounting Methods

• Corporations generally use ______ method.

• Cash method can be used by:– Corporations with average annual gross receipts

≤ $__ million over __-year testing period for all post-1985 years

– Qualified ________ service corporations– Corporations in _________ business

Procedural matters

Capital Gains and Losses(Fundamentals)

• Two requirements:– Capital _____, §1221 – _____ or __________, §1222

• Capital gain or loss is “long-term” if taxpayer holds disposed asset > __ _____, §1222.

Property transactions

Capital Gains and Losses(Combining)

Short-TermCapital Gains

Short-TermCapital Losses

Long-TermCapital Gains

Long-TermCapital Losses

Net ST CapitalGain or Loss

Net LT CapitalGain or Loss

Net ST GainNet LT Gain

Net ST GainNet LT Loss

Net ST LossNet LT Gain

Net ST LossNet LT Loss

or

or

Net ST gain and___ capital gain

Capital gain ________ or___ capital loss

___ capital loss or___ capital gain

___ capital loss

or


Corporate Capital Gains and Losses(Implications)

• Net capital gains and capital gain net income– Taxed same as __________ income– Beneficial since they absorb ________

__________

• Net capital losses– Not currently _____________– Carried back __ and forward __ years


Individual Capital Gains and Losses(Implications)

• Net capital gains• Sec. 1202 gain @ ___% (before ___% exclusion)

• Most capital gains @ ___%

• Individuals in lower brackets @ ___%

• Net capital losses– Only ______ annual deduction– Carried forward __________


Capital Gains and Losses(Example 1)

The average tax rate of Powertie, Inc. each year is 34%. In 2006, Powertie incurs a net capital loss of $15,000. In prior years, Powertie reported the following amounts of capital gain net income:

2002200320042005

(a) How much of the $15,000 loss can Powertie deduct on its 2006 return?

(b) What tax refund can Powertie claim?(c) How much of the $15,000 loss carries

forward?


Capital Gains and Losses(Example 2)

Bob is a successful day trader who has been in the 28% tax bracket for several years. However, the market was bad this year, and Bob incurred a net capital loss of $40,000. Capital gain net income in prior years was:

200320042005

(a) How much of the $40,000 loss can Bob deduct on his 2006 return?

(b) What tax refund can Bob claim?(c) How much of the $40,000 loss carries

forward?


Sec. 1231 Gains and Losses

• Sale or exchange (and certain ____________ conversions) of

• Business property– _______ and– ____________ assets

• Held __ __ year


Sec. 1231 Gains and Losses

• If net §1231 loss occurs:– Treat as _________ deduction and– No _____ against net capital gain

• If net §1231 gain occurs:– Treat as ________ income to extent of non-

recaptured ______ ______ in prior 5 years,– Treat remaining net §1231 gain as long-term

_______ gain


Sec. 1231 Gains and Losses(Example 1)

In preparing the corporate return for Dr. Judy’s veterinarian practice, you calculate the following gains and losses:

Long-term capital gainLong-term capital loss§1231 gain§1231 lossNet §1231 loss from two years ago

How are these transactions reflected on the corporate return?


Sec. 1231 Gains and Losses(Example 2)

In preparing the corporate return for Dr. Judy’s veterinarian practice, you calculate the following gains and losses:

Net capital loss (before §1231)§1231 gain§1231 lossNet §1231 loss from two years agoNet capital loss from four years ago

How are these transactions reflected on the corporate return?


Depreciation Recapture(Basics)

Amount- Adjusted

gain- Depreciation recapture

Section gain

Treated as ___________ income

Treated as __________ ______ gain


Depreciation Recapture(§1245)

• Principal categories:– ___________ personalty– ____________ personalty

• ____ prior depreciation is recaptured (including _____ deductions).


Depreciation Recapture(§§1250 and 291)

• Section 1250– Applies to residential rental (nonresidential)

______ acquired before 1987 (1981)– Recaptures only “______” depreciation over

SL

• Section 291– Applies to §____ property of corporations– Recaptures ___% of difference between

§_____ and §_____ recapture


Depreciation Recapture(Example 1)

Hank is the sole shareholder of Middle Earth Mining, Inc. Middle Earth experienced the following:

Gain on sonar equipmentLoss on mining carts

Middle Earth had deducted $24,000 depreciation on the sonar equipment and $11,000 on the carts. How are these transactions reflected on the corporate return?

Gain on sonar equipment: §1245 income of §1231 gain ofLoss on mining carts: §1231 loss ofNet §1231 loss of (ordinary) and §1245 gain of (ordinary)


Depreciation Recapture(Example 2)

Lorent, Inc. sells an apartment building for $500,000 that it originally bought for $400,000 in 1985. Before the sale, Lorent deducted $366,000 ACRS depreciation (straight-line would have been $357,000). Calculate the §1231 gain, §1250 recapture, and §291 recapture.

Amount realized Original cost ACRS depreciationAdjusted basisRecognized gain§1250 ordinary income§291 ordinary income§1231 gain

ACRSSL§1250 recapture

§1245 less §1250

§291 recapture


Sales to Related Persons

• Losses not deductible, §___

• Gain from selling depreciable property:– Treated as ________ income, §1239– Ineligible for ____________ method, §453(g)


Section 243(a)

(a) General rule.

In the case of a corporation, there shall be allowed as a deduction an amount equal to the following percentages of the amount received as dividends from a domestic corporation which is subject to taxation under this chapter:

(1) 70 percent, in the case of dividends other than dividends described in paragraphs (2) and (3);

(2) 100 percent, in the case of dividends received by a small business investment company…; and

(3) 100 percent, in the case of qualifying dividends….

Dividend received deduction

Section 243(b)

(b) Qualifying dividends.

(1) In general. For purposes of this section, the term “qualifying dividend” means any dividend received by a corporation--

(A) if at the close of the day on which such dividend is received, such corporation is a member of the same affiliated group as the corporation distributing such dividend….


Section 243(c)

(c) Retention of 80-percent dividends received deduction for dividends from 20-percent owned

corporations.

(1) In general. In the case of any dividend received from a 20-percent owned corporation--(A) subsection (a)(1) of this section, …shall be applied by substituting “80 percent” for “70 percent”.


MTR Example

Jody owns 100% of PCo, which owns 70% of SCo. SCo earns profit and distributes the entire after-tax amount as a current dividend. PCo, in turn, pays the entire amount received (after tax) to its sole individual owner. What is the maximum MTR of Jody related to SCo’s profit?

MTRJody = tSCo + tPCo (1 - tSCo) (1 - DRD) + tJody [1 - tSCo - tPCo (1 - tSCo) (1 - DRD)]

MTRJody =


SCo

PCo

100%

70%

Jody


MTRJody =

Dividend Received Deduction

< 20% ___%≥ 20% but < 80% ___%≥ 80% (affiliated) ___%

Ownership DRD Percentage

DRD may be limited or disallowed if:• Taxable income is ____,• Dividend received from ______ corporation,• Stock is held for ______ time, or• Stock is acquired with _____ financing.


Section 246(b)

(b) Limitation on aggregate amount of deductions.

(1) General rule. Except as provided in paragraph (2), the aggregate amount of the [dividend received] deductions allowed … shall not exceed the percentage … of the taxable income computed without regard to the deductions allowed by sections 172, 199, [dividend received deduction] … and without regard to any capital loss carryback ….

(2) Effect of net operating loss. Paragraph (1) shall not apply for any taxable year for which there is a net operating loss (as determined under section 172).


DRD When Taxable Income Low

Taxable income before ________ deductions- Dividend received times percentage

Net operating loss

< 20%

70%≥ 20% but < 80%

80%

Ownership DRD PercentageTaxable income before _______ deductions+ U.S. ___________ activities deduction (§____)+ Capital loss carryback deductions

Taxable incomex percentage

_______ on dividend received deduction

However, “unlimited” DRD allowed when

_____ results.


DRD Limit(Example)

Border, Inc. earned $30 million in consulting fees, but incurred $32 million of business deductions and losses. Border also received $___ million dividend income from minority interests (< 20%) in several corporations. Compute Border’s taxable income.

IgnoringDRD Limit

ConsideringDRD Limit

Net business lossDividend incomeDRDTaxable income


Section 245(a)

(a) Dividends from 10-percent owned foreign corporations.

(1) In general. In the case of dividends received by a corporation from a qualified 10-percent owned foreign corporation, there shall be allowed as a deduction an amount equal to the percent (specified in section 243 for the taxable year) of the U.S.-source portion of such dividends.

€

U.S. Source Portion = Dividend Received x Post-1986 Undistributed ECI

Post-1986 Undistributed E&P


Dividend from Abroad(Example)

Global, Inc. owns 12% of ForCo (organized in Asia) from which Global receives $100 dividends. ForCo’s E&P shows:

E&P (2006) $ 200 $ 500E&P (1987-2005) 600 700

ForeignE&P

E&P fromECI

To what DRD is Global entitled?

€

DRD = Dividend x E & P from ECI

All E & P x DRD percentage


Section 246(c)(1)

(c) Exclusion of certain dividends.

(1) In general. No deduction shall be allowed under section 243, 244, or 245, in respect of any dividend on any share of stock--

(A) which is held by the taxpayer for 45 days or less during the 91-day period beginning on the date which is 45 days before the date on which such share becomes ex-dividend with respect to such dividend …


Dividend Chronology• ____________ date is when the Board of Directors commits to pay a

dividend and records liability as “_________ ________.” “_________ _________” are set aside.

• ____________ date occurs a few days before record date and is the first day shares trade without the declared dividends.

• _______ date is when the Board “________” list of shareholders who receive the declared dividend.

• ________ date is when corporation writes dividend check to shareholders of record and satisfies “_________ ________.”

Declaration

Ex-Dividend

Record

Payment

NYSE sets at __business days Varies, but often about __ weeks

______ usually establishes

……


45-Day Rule Prohibits DRD

Rationale: Prevents corporation from buying stock just before ________ date and selling stock immediately afterwards

Arbitrage, Inc. buys 21% of Target @

$__ per share

Arbitrage sells all Target stock @ $__ per share

Target, Inc. declares $__ per share dividend

Results Absent §246(c)(1)• Dividend’s MTR =• _________ loss (equal to dividend)

deductible against capital gains subject to MTR of ____%


Section 246A(a)

(a) General rule.

In the case of any dividend on debt-financed portfolio stock, there shall be substituted for the percentage which (but for this subsection) would be used in determining the amount of the deduction allowable under section 243, 244, or 245(a) a percentage equal to the product of--

(1) 70 percent (80 percent in the case of any dividend from a 20-percent owned corporation …), and(2) 100 percent minus the average indebtedness percentage.


€

Average indebtedness percentage = Average

Average

Debt Financing Reduces DRD

Rationale: Prevents corporation from _______ interest while paying ____ ____ on related dividend income

Results Absent §246A(a)• Dividend’s MTR =• Related interest deductible against

income subject to MTR of ___%

Target

Corporation

Buy stock(< 50% or, if

Target closely held, < 20%)


Section 1059(a)

(a) General rule.

If any corporation receives any extraordinary dividend with respect to any share of stock and such corporation has not held such stock for more than 2 years before the dividend announcement date--

(1) Reduction in basis. The basis of such corporation in such stock shall be reduced (but not below zero) by the nontaxed portion of such dividends.(2) Amounts in excess of basis. If the nontaxed portion of such dividends exceeds such basis, such excess shall be treated as gain ….


Lind et al., pp. 192-93

June 1(declaration)

June 8(record)

June 27(payment)

ArbitCo buys 1,000 shares of TargetCo for $15 per share

TargetCo declares $1 per share dividend

June 3 June 30

ArbitCo receives $1,000 dividend

ArbitCo sells 1,000 shares of TargetCo for $14 per share

June 5(ex-dividend)

(a) What might ArbitCo be seeking to accomplish?

What is the actual tax result?


Lind et al., pp. 192-93(continued)

June 1(declaration)

June 8(record)

June 27(payment)



June 3 Dec. 1



June 5(ex-dividend)

(b) What if ArbitCo waits until Dec. 1 to sell TargetCo stock?

…



June 1(declaration)

June 8(record)

June 27(payment)



June 3 Dec. 1



June 5(ex-dividend)

(c) In addition, what if dividend is $2 per share instead of $1?

…



June 1(declaration)

June 8(record)

June 27(payment)



June 3 Much later



June 5(ex-dividend)

(d) In addition to assuming the dividend equals $2 per share, what if ArbitCo waits until 25 months after the dividend to sell its TargetCo shares?

…


Net Operating Losses

Gross income- Regular deductions and losses

Taxable income <loss> before special deductions- Dividend received deduction

Net operating loss, §___Carryback __ Years or Forgo

Carryforward __ Years

Election to forgo:1. Made by due date (including extensions)2. __________ but applies only to that year

Miscellaneous items

Charitable Contributions

• If ________ basis, donations the ______ authorizes during year are deductible if paid by return’s ________ due date

• Limited to ___% of taxable income before:– Charitable contribution deduction,– Dividend received deduction, and– NOL and capital loss carryback

• Carryforward __ years (_____ basis)

Miscellaneous items

Documents

Corporate Income Tax Tx 8120. Learning Goals 1.Explain _____ and _____ of incorporating, 2.Calculate shareholder-level _____, 3.Discuss corporate _______

Corporate Income Tax Tx 8120. Learning Goals 1.Explain ___ and _ of incorporating, 2.Calculate shareholder-level _, 3.Discuss corporate _____