t*****e
发帖数: 15794 | 1 我是绿卡身份，想办个皮包公司倒买倒卖。
记得杨澜在hawii开的$100公司吗？ 就想照那个标准开。
考古一段，觉得我有资格开S-corp, 就是从这看见的的开销都比杨澜家大。
有没有人说说她是LLC, c-corp or S-corp?
在这里把网上看的和大家分享一下。
S corporationFrom Wikipedia, the free encyclopediaJump to: navigation,
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v · d · e
An S corporation, for United States federal income tax purposes, is a
corporation that makes a valid election to be taxed under Subchapter S of
Chapter 1 of the Internal Revenue Code.
In general, S corporations do not pay any federal income taxes. Instead, the
corporation's income or losses are divided among and passed through to its
shareholders. The shareholders must then report the income or loss on their
own individual income tax returns. This concept is called single taxation;
if the corporation is taxed as a C corporation, it will face double taxation
, meaning both the corporation's profits, and the shareholders' dividends,
will be taxed.
Contents [hide]
1 An overview of S corporations
2 Qualification for S corporation status
3 Taxation issues
3.1 FICA
3.2 Distributions
3.3 Conversion from C corporation
3.4 Taxation of S corporation Distributive Share
3.5 IRS study of S corporation reporting compliance
3.6 Filing Form 1120S
3.7 California, New York City additional taxes
4 References
5 External links
[edit] An overview of S corporationsS corporation status provides many of
the benefits of partnership taxation and at the same time gives the owners
limited liability protection from creditors. The S corporation rules are
contained in Subchapter S of Chapter 1 of the Internal Revenue Code (
sections 1361 through 1379). S status combines the legal environment of C
corporations with U.S. federal income taxation similar to that of
partnerships.
Like a C corporation, an S corporation is generally a corporation under the
law of the state in which the entity is organized. S corporations are
separate legal entities from their shareholders and, under state laws,
generally provide their shareholders with the same liability protection
afforded to the shareholders of C corporations. For Federal income tax
purposes, however, taxation of S corporations resembles that of partnerships
. As with partnerships, the income, deductions, and tax credits of an S
corporation flow through to shareholders annually, regardless of whether
distributions are made. Thus, income is taxed at the shareholder level and
not at the corporate level. Payments to S shareholders by the corporation
are distributed tax-free to the extent that the distributed earnings were
not previously taxed. Also, certain corporate penalty taxes (e.g.,
accumulated earnings tax, personal holding company tax) and the alternative
minimum tax do not apply to an S corporation.
Unlike a C corporation, an S corporation is not eligible for a dividends
received deduction.
Unlike a C corporation, an S corporation is not subject to the 10 percent of
taxable income limitation applicable to charitable contribution deductions.
[edit] Qualification for S corporation statusIn order to make an election to
be treated as an S corporation, the following requirements must be met:
Must be an eligible entity (a domestic corporation, or a limited liability
company which has elected to be taxed as a corporation).
Must have only one class of stock.
Must not have more than 100 shareholders.[1][2]
Spouses are automatically treated as a single shareholder. Families, defined
as individuals descended from a common ancestor, plus spouses and former
spouses of either the common ancestor or anyone lineally descended from that
person, are considered a single shareholder as long as any family member
elects such treatment.[2]
Shareholders must be U.S. citizens or residents, and must be natural persons
, so corporate shareholders and partnerships are generally excluded. However
, certain trusts, estates, and tax-exempt corporations, notably 501(c)(3)
corporations, are permitted to be shareholders.[3]
Profits and losses must be allocated to shareholders proportionately to each
one's interest in the business.
If a corporation meets the foregoing requirements and wishes to be taxed
under Subchapter S, its shareholders may file Form 2553: "Election by a
Small Business Corporation" [4][5] with the Internal Revenue Service (IRS).
The Form 2553 must be signed by all of the corporation's shareholders. If a
shareholder resides in a community property state, the shareholder's spouse
generally must also sign the 2553.
The S corporation election must typically be made by the fifteenth day of
the third month of the tax year for which the election is intended to be
effective, or at any time during the year immediately preceding the tax year
.[6] Congress has directed the IRS to show leniency with regard to late S
elections. Accordingly, often, the IRS will accept a late S election.
Some states such as New York and New Jersey require a separate state-level S
election in order for the corporation to be treated, for state tax purposes
, as an S corporation.
If a corporation that has elected to be treated as an S corporation ceases
to meet the requirements (for example, if as a result of stock transfers,
the number of shareholders exceeds 100 or an ineligible shareholder such as
a nonresident alien acquires a share), the corporation will lose its S
corporation status and revert to being a regular C corporation.
Furthermore, if more than 25% of a S-corporation's gross receipts consists
of passive income for three consecutive years when the corporation has
accumulated earnings and profits, the S corporation will automatically lose
its subchapter S status and revert to being a regular C corporation.[1]
[edit] Taxation issuesThe S election affects the treatment of the
corporation for Federal income tax purposes. The election does not change
the requirements for that corporation for other Federal taxes such as FICA
and Federal unemployment taxes.
[edit] FICAAs is the case for any other corporation, the FICA tax is imposed
only with respect to employee wages and not on distributive shares of
shareholders. Although FICA tax is not owed on distributive shares, the IRS
and equivalent state revenue agencies may recategorize distributions paid to
shareholder-employees as wages if shareholder-employees are not paid a
reasonable wage for the services they perform in their positions within the
company.
[edit] DistributionsActual distributions of funds, as opposed to
distributive shares, typically have no effect on shareholder tax liability.
The term "pass through" refers not to assets distributed by the corporation
to the shareholder, but instead to the portion of the corporation's income,
losses, deductions or credits that are reported to the shareholder on
Schedule K-1 and are shown by the shareholder on his or her own income tax
return. However, a distribution to a shareholder that is in excess of the
shareholder's basis in his or her stock is taxed to the shareholder as
capital gain.
[edit] Conversion from C corporationS corporations that have previously been
C corporations may also, in certain circumstances, pay income taxes on
untaxed profits that were generated when the corporation operated as a C
corporation. This is very common with uncollected accounts receivable or
appreciated real estate.
For example, if an S corporation that was formerly a C corporation sells an
appreciated asset (such as real estate) and the appreciation occurred during
the time the corporation was a C corporation, the S corporation will
probably pay C corporation taxes on the appreciation--even though the
corporation is now an S corporation. This Built In Gain (BIG) tax rate is 35
% on the appreciated property, but is only realized if the BIG property is
sold within 10 years (starting from the first day of the first tax year of
conversion to S-Corp status.) The American Recovery and Reinvestment Act of
2009 reduced that 10-year recognition period to 7 years (if that 7th year
precedes either 2009 or 2010.) The Small Business Jobs Act of 2010 further
reduced the recognition period to 5 years.
[edit] Taxation of S corporation Distributive ShareWhile an S corporation is
not taxed on its profits, the owners of an S corporation are taxed on their
proportional shares of the S corporation's profits.
Example: Widgets Inc, an S-Corp, makes $10,000,000 in net income (before
payroll) in 2006 and is owned 51% by Bob and 49% by John. Keeping it simple,
Bob and John both draw salaries of $94,200 (which is the Social Security
Wage Base for 2006, after which no further Social Security tax is owed).
Employee salaries are subject to FICA tax (Social Security & Medicare tax) -
-currently 13.3 percent--(4.2% Social Security paid by the employee; 6.2%
Social Security paid by the employer; 1.45% employee medicare and 1.45%
employer medicare). The distribution of the additional profits from the S
corporation will be done without any further FICA tax liability.
If for some reason, Bob (as the majority owner) were to decide not to
distribute the money, both Bob and John would still owe taxes on their pro-
rata allocation of business income, even though neither received any cash
distribution. To avoid this "phantom income" scenario, S corporations
commonly use shareholder agreements that stipulate at least enough
distribution must be made for shareholders to pay the taxes on their
distributive shares.
Quarterly estimated taxes must be paid by the individual to avoid tax
penalties, even if this income is "phantom income".[citation needed]
[edit] IRS study of S corporation reporting complianceIn 2005, the IRS
launched a study to assess the reporting compliance of S corporations[7] The
study began in late 2005 and examined 5,000 randomly selected S corporation
returns from tax years 2003 and 2004. The IRS intends to use the results to
measure compliance in recording of income, deductions and credits from S
corporations, and to formulate future audit criteria to better target likely
non-compliant returns. This is part of a larger IRS effort to improve tax
compliance and reduce the estimated $300 billion gap in gross reported
figures each year. A large portion of that gap is thought to come from small
businesses, and particularly S corporations, which are now the most common
corporate entity, numbering over 3 million in 2002, up from about 750,000 in
1985.
[edit] Filing Form 1120SForm 1120S generally must be filed by March 15th of
the year immediately following the calendar year covered by the return or,
if a fiscal year (a year ending on the last day of a month other than
December) is used, by the 15th day of the third month immediately following
the last day of the fiscal year. The corporation must complete a Schedule K-
1 for each person who was a shareholder at any time during the tax year and
file it with the IRS along with Form 1120S. The second copy of the Schedule
K-1 must be mailed to the shareholder.
Some but not all states recognize a state tax law equivalent to an S
corporation, so that the S corporation in certain states may be treated the
same way for state income tax purposes as it is treated for Federal purposes
. A state taxing authority may require that a copy of the Form 1120S return
be submitted to the state with the state income tax return.
[edit] California, New York City additional taxesS corporations pay a
franchise tax of 1.5% of net income in the state of California (minimum $800
). This is one factor to be taken into consideration when choosing between a
limited liability company and an S corporation in California. For highly
profitable enterprises, the LLC franchise tax fees (minimum $800[8]), which
are based on gross revenues, may be lower than the 1.5% net income tax.
Conversely, for high-gross-revenue, low-profit-margin businesses, the LLC
franchise tax fees may exceed the S corporation net income tax.
In New York City, S corporations are subject to the full corporate income
tax at a 8.85% rate. However if the S corporation can demonstrate that a
portion of its business was done outside the city, that portion will not be
subject to the additional tax.
[edit] References | W******g
发帖数: 141 | | t*****e
发帖数: 15794 | 3 谢谢指点。
立刻去查了下。 发现确实比较便宜。
我先post 一个我看见的相关解释 。
DBA in United States
In several U.S. states, DBAs are officially referred to using another term.
Oregon uses Assumed Business Names;[2] Washington calls DBAs trade names;[3]
other states refer to trade styles or fictitious business names.
In many U.S. jurisdictions for consumer protection purposes, most
jurisdictions require businesses operating with fictitious names to file a
DBA statement. This also reduces the possibility of two local businesses
operating under the same name. Note, though, that this is not a replacement
for obtaining a trademark. A DBA filing carries no legal weight in instances
where a trademark would be necessary.[citation needed]
DBA statements are often used in conjunction with a franchise. The
franchisee will have a legal name under which it may sue and be sued, but
will conduct business under the franchisor's brand name (which the public
would recognize). A typical real-world example can be found in a well-known
pricing mistake case, Donovan v. RRL Corp., 26 Cal. 4th 261 (2001), where
the defendant, RRL Corporation, was a Lexus car dealership doing business as
"Lexus of Westminster", but remaining a separate legal entity from Lexus, a
Division of Toyota Motor Sales, U.S.A., Inc., which was not even named in
the final California Supreme Court document.
Notably in California and also in other areas, filing a DBA statement also
requires that a notice of the fictitious name be published in local
newspapers for some set period of time to inform the public of the owner's
intent to operate under an assumed name. The intention of the law is to
protect the public from fraud, by compelling the business owner to record
his/her name with the County Recorder, and making a further public record of
it by publishing it in a newspaper. |
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