Corporate tax in the United States is a tax on the taxable income of a C corporation or an entity taxed as a C corporation. The corporate tax is the default tax levied on a business entity unless the entity qualifies to be taxed under different tax rules such as those for non-profit organizations and S corporations. The corporation is taxed under 26 U.S.C. § 11 and Subchapter C (26 U.S.C. § 301 et seq.) of Chapter 1 of the Internal Revenue Code.
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TAX ASPECTS TO CONSIDER IN ENTITY SELECTION AND FORMATION
by Jay Bettinger, Esq., LL.M.
June 2, 2008
This lecture outline was prepared for a session of an all-day seminar entitled "Helping Your Client Select the Best Entity Option." This session is on Tax Aspects to Consider in Entity Selection and Formation.
This session covers pertinent tax considerations as well as reviews the fundamental differences (from a tax perspective) when selecting entities for a new business. Taxation of trusts and estates are excluded from this paper.
This topic is distinguished from tax considerations for entity selection in various other circumstances. For example, entity selection can be relevant for establishing a subsidiary or in certain business combinations and reorganizations. More complicated issues arise in the context of international businesses, including cross-border enterprises with entities in various countries. In such cases, entity selection often requires in-depth and complicated analysis well beyond the scope of this session. While practitioners should work towards advising on these more complicated structures, numerous issues (e.g., foreign controlled corporations, subpart F income, transfer pricing, inversion, etc.) often require expert lawyers and accountants.
For discussion purposes, it is presumed that the client is located within the State of California. Different states have different laws. For example, in California certain businesses need to operate within LLPs while in other states they may be permitted to operate in LPs and LLCs.
Practitioners should comply with their ethical responsibilities of competence and associate themselves with competent counsel if not capable of understanding the tax aspects of selecting and forming an entity.
NOTE: The information and forms, appendices and samples provided are not intended to be a complete. The author is not engaged in rendering legal, tax, accounting or other professional advice by writing this paper. The reader should seek competent professional advice and make an independent evaluation concerning the selection and formation of an entity and the legal requirements under applicable state and federal laws.
© 2008 Jay Bettinger, Esq. All Rights Reserved.
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