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E-raamat: Tax and Financial Planning for the Closely Held Family Business

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  • Formaat: PDF+DRM
  • Ilmumisaeg: 30-Aug-2019
  • Kirjastus: Edward Elgar Publishing Ltd
  • Keel: eng
  • ISBN-13: 9781785367762
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Tax and Financial Planning for the Closely Held Family BusinessSuurem pilt
  • Formaat: PDF+DRM
  • Ilmumisaeg: 30-Aug-2019
  • Kirjastus: Edward Elgar Publishing Ltd
  • Keel: eng
  • ISBN-13: 9781785367762
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Tax and Financial Planning for the Closely Held Family Business serves as a manual to help business advisers devise strategies for clients dealing with family issues. Guiding family businesses through the complex maze of organizational, tax, financial, governance, estate planning, and personal family issues is a complex, time-consuming, difficult, and sometimes emotional process. This book focuses not only on identifying the problems family businesses face, but on devising solutions and planning opportunities for both family businesses and their owners. Tax and Financial Planning for the Closely Held Family Business provides traditional planning techniques as well as many often overlooked non-traditional strategies. The authors, who are JD-CPAs with extensive experience representing family businesses, discuss the role of the family business advisor in dealing with the organizational, tax, financial, governance, estate planning, and personal family issues that confront business and its owners.Many family business owners may find that the timely involvement of a wise, experienced and careful business adviser can protect the owners from business and family crises. Practitioners, law libraries and law firms will find that each chapter of Tax and Financial Planning for the Closely Held Family Business contains creative planning opportunities that can be studied and implemented in order to solve real problems in the closely held family business.

Arvustused

'A great desk reference for family business advisors. Easy to read and easy to follow. Advisors will learn about the dynamics of a family business and how they differ from other closely held businesses and the impact that has on operations, compensation, retirement and succession planning. The authors present their unique perspective on these matters and offer creative techniques and solutions to various issues and problems arising with regard to taxes, liquidity and transferring ownership. If you advise a family business, you need this book.' --Bruce J Belman, JD-CPA United States'I highly recommend Tax and Financial Planning for the Closely Held Family Business. It is rare to find a book that uniquely and insightfully focuses on both important family business dynamics, as well as the many crucial financial, income tax, estate planning and other legal issues that should and must be addressed by family business leaders and advisors. It is especially rare to find such a book that is readable, practical and thorough, not to mention having many creative solutions.' --Lawrence J. Eisenberg, P.C./Benefits Law Group, US

'For those of us who regularly represent family owned businesses, it is difficult to find a reliable single resource that takes into consideration at a sophisticated level the cornucopia of issues that have to be considered for such work. This type of work requires the ability to nimbly apply not only legal, business and tax law principles, but also requires the advisor to be able to understand nuances of how families work in the context of the family business. Zwick and Jurinski have found a way to pull all of those issues and nuances together in a book that clearly lays out the issues and problems that advisors face in representing family businesses, gives a wide range of suggestions on how to address the various issues that family businesses face from time to time, with an emphasis on how to help make decisions on as tax efficient as basis as possible. The book looks at these issues from various points of view, just like our clients do, and recognizes that this type of work is not a cookie cutter operation. This book will be a valuable tool for advisors to help their family business clients think through complicated issues and be able to consider the use and implementation of various tax planning ideas and structures, including ideas and structures suggested by provisions of the recently enacted Tax Cuts and Jobs Act that may be of benefit to the family business and the family.' --Ronald A. Levitt, Attorney at Law

Table of cases xvi
Table of legislation xix
1 The Many Roles Of The Family Business Adviser 1(13)
A Characteristics Of A "Family Business"
1 Corporate Culture And Family Values
2 Profile Of The American Family Business
3 Employment Practices
B Recognizing Owners' Goals
1 Financial Security For The Family
2 Family Business As A Legacy
3 Family Harmony
4 Perpetuation Of The Business
5 Planning Complexity
C Importance Of "Soft" Issues
D Four Phases In Resolving Problems
E Recurring Planning Issues
1 Addressing Issues
2 Family Conflicts
3 Power Struggles, Squeezeouts, And Deadlocks
4 Protection Of Minority Shareholders
5 Compensation Techniques
6 Retirement Planning
7 Succession Issues
8 Estate Planning
9 Intra-Family Transfers
10 Liquidity Planning
11 Valuation
12 Life Insurance Planning
13 Financing
14 Income Tax Problems
15 Related-Party Rules
F Overcoming The Client's Reluctance To Engage In Planning
G "Who" Is The Client?
2 Understanding Family Business 14(21)
A Why Family Businesses Are Different
B Family Business Models
C Two-Circle Model
D Three-Circle Model
E Family Systems Versus Business Systems
F Conflict Areas
1 Decision-Making Process
2 Participation In The Business
3 Pay
4 Succession
G Nonparticipants' Roles
1 Sons And Daughters
2 Spouses
H Developmental Stages
1 Family Development
2 Ownership Development
3 Business Development
4 The Entrepreneur
5 Succession Planning
I Intervention To Solve Serious Problems
1 Recognizing Serious Problems
2 Goals If Intervention Is Appropriate
3 Family Issues In Family Business Operations 35(45)
A Introduction
B Addressing "Soft Issues"
C Critical Moments In The Life Of The Business
D Appreciating The Family Business Culture
1 Family Systems
2 Family Evolution
3 What Is A Family?
E Communication Problems
F Decision-Making Style
G Family Conflicts
1 Varying Expectations
2 Risk Tolerance
3 Business Strategy
4 Cash Needs And Compensation Policy
5 Disability Expectations
6 Family Personality Conflicts
H Anticipating Marital Problems
1 Impact On The Business
2 Impact On The Individuals
3 Divorce Rules
4 Prenuptial Agreements
5 Validity Of Prenuptial Agreements
6 Features Of Prenuptial Agreements
7 Other Techniques To Protect The Business
8 Divorce Taxation Rules
9 Redemptions
I Business Problems
1 Problems Employing Relatives
2 Employing Younger Family Members
3 Employing Older Family Members
4 Substance Abuse
J Solutions
1 Role Of The Adviser
2 Avoid Taking Sides
3 Family Meetings And Retreats
4 Outside Boards
5 Family Mission Statement
6 Strategic Planning
7 Family Constitutions
8 Alternative Dispute Resolution For Family Disputes
9 Resolving Disputes Through Mediation
10 Family Councils
4 Dealing With Power Struggles And Protecting Minority Shareholders 80(37)
A Introduction
B Underlying Reasons For Power Struggles
1 Lack Of Planning And Professional Advice
2 Entrances And Exits
C Sources Of Conflict
1 Lack Of Succession Plan
2 Rivalries
3 Hanging On Too Long
4 Family Problems
5 Personality Conflicts
6 Personal Ambitions And Self-Interest
7 Lack Of Professional Management
8 Inept Relatives
9 Differing Expectations
10 Philosophical Differences
11 Compensation Issues
D Forcing A Buy-Out
E Squeezeout Techniques
1 Eliminating Participation On Board Of Directors
2 Withholding Dividends
3 Excluding Relatives From Employment
4 Redeeming Majority Shareholders' Stock
5 Improper Use Of Business Assets
6 Loans, Sales, And Leases
F Deadlocks
G Solutions - Preventative Planning
H Dissolution
I Protecting Minority Shareholders
1 Family Minority Shareholder
2 Non-Family Minority Ownership
3 Lack Of Transferability
4 Fiduciary Duty Of Majority Shareholders
J Stock Restrictions
K Types Of Restrictions
1 Board Or Shareholder Approval
2 Right Of First Refusal
3 Mandatory Sale
4 Prohibition On Transfer To Specific Party
L Validity Of Restrictions
M Mechanics Of Restricted Stock
N Restrictions In Buy-Sell Agreements
O Other Devices To Protect Minority Shareholders
1 Supermajorities
2 High Quorum Requirements
3 Cumulative Voting
4 Preemptive Rights
P Voting And Trust Agreements
1 Traditional Voting Agreements
2 Pooling Agreements
3 Voting Trusts
4 Directors' Agreements
Q Solutions To Deadlocks
1 Split-Ups
2 Buy-Outs
3 Going Public
4 Involuntary Dissolution
R Sales To Outsiders
1 Sales As A Solution
2 Non-Tax Concerns
3 Tax Factors
4 Impact On Estate Planning
5 Creative Compensation Techniques For Family Businesses 117(51)
A Introduction
B Family Businesses Versus Other Businesses
C Non-Tax Considerations
1 Compensating Family Executives
2 Compensating Non-Family Executives
3 Financial Statement Issues
D Tax Considerations - Overriding Goals
E Tax Considerations - Benefit Of Capital Gains Rates
F Tax Considerations - Fica And Medicare Tax Planning
G Types Of Compensation
1 Cash Compensation
2 Deferred Compensation
3 Stock Compensation - Restricted And Unrestricted
4 Phantom Stock Or Units
5 Stock Appreciation Rights
6 Stock Options
7 Section 409A
H Income And Payroll Tax Issues
1 Unreasonable Compensation
2 Constructive Receipt
3 Owner/employee Issues
4 The Interaction Of Compensation And The Qbid
I Creative Planning
1 Deferrals
2 Stock Bonus For Family Members
3 Deferred Compensation For Children While Parents Own The Company
4 Fica And Other Payroll Tax Planning
5 Planning With Non-Statutory Options In S Corporations
6 Compensation With Insurance
7 Section 105(C) Plans
8 State And Local Taxation Of Deferred Compensation For Retiring Owners
9 Separate Companies For Children And/or Executives
10 Management Companies
11 Golden Handcuffs
12 Disability Insurance
6 Creative Retirement Planning For Family Business Owners And Their Families 168(39)
A Introduction
B Potential Problems
C Qualified Versus Non-Qualified Plans
D Qualified Plans
1 Comparison Of Tax Situation With And Without Qualified Plans
E Non-Qualified Plans
1 Benefits Of Non-Qualified Plans
2 Disadvantages Of Non-Qualified Plans
3 Erisa Requirements
4 Top-Hat Plans
5 Severance Pay Plans
6 Common Names To Identify Non-Qualified Plans
F Special Considerations With Multiple Family Members Or Related Entities
1 Controlled Group Rules
2 Attribution Rules
3 Businesses Under Common Control
4 Affiliated Service Groups
5 Leased Employees, Owners And Directors
G Qualified Plan Design
1 Types Of Plans
2 Skewing Benefits Toward Family Owners
3 Creative Uses In Family Succession, Buyouts, And Wealth Transfer To Children
H Distribution Planning
1 Tax Effect Of Combined Income And Estate Taxes
2 Beneficiary Designations
3 Survivors' Rights In Pension Plans
4 Benefit Options
5 Pensions And Divorce
6 Estate Planning And Pension Plans
I Stretching Out Distributions
J Overview Of Taxation
1 Income Taxation Of Retirement Income
2 Lump-Sum Payment
3 Long-Term Capital Gain Treatment
4 Roth Ira, Roth 401(k), And Conversions To Roth IRA
5 Withholding
6 Rollovers
7 Spousal Rollovers
8 Divorced Spouses
9 Spousal Rights
K Special Problems In Planning
1 Estates With Large Qualified Plan Assets
2 Impact Of Family Attribution
3 Liquidity Problems
7 Solving Problems In Succession Planning For Family Businesses 207(23)
A Dealing With Emotions
B The Adviser's Role
C Four Questions For The Client
D Understanding Family Dynamics
E Selecting The Successor
F Consequences Of Failing To Plan Ahead
G Developing A Formal Succession Plan
H The Founder's Post-Succession Role
I Outsider Successor
J Co-Successors
8 Creative Estate Planning Techniques For Business Owners And Their Families 230(44)
A Introduction
B Unique Aspects Of Family Business Interests
C Combining Aspects Of Estate Planning, Transfer Planning, Financial Planning, Retirement Planning, Asset Protection Planning, And Income Tax Planning
1 Issues Covered In Other
Chapters
D Overview Of Estate Planning
1 Portability
2 The Transfer Tax Calculation
3 What Is Included In The Estate
4 Deductions In Arriving At The Estate Tax
5 Marital Deduction
6 Charitable Deduction
7 Deduction For Losses And Expenses Of Administration
E Pattern Estate Plans
1 The Married Client
2 The Second Marriage
3 The Single Client
F Creative Estate Tax Planning Techniques That Family Business Owners May Utilize
1 Avoiding Tax Traps
2 Transfer For Value
3 Life Settlements
G Lifetime Gifting
H Gift Splitting
I Leveraged Gifting
1 Subtraction Method Of Valuation And Its Use In Various Estate Planning Techniques
J Generation-Skipping Transfers
1 Dynasty Trusts
2 Judicious Use Of The Generation-Skipping Tax Exemption
3 Reverse Qtip Election
4 Other Transfers Not Subject To Marital Deduction
5 Crummey Powers
K Taxable Versus Non-Taxable Gifts
L Net Gifts
M Family Limited Partnerships, Grantor Retained Annuity Trusts And Qualified Personal Residence Trust
N Charitable Planning
1 Philanthropic Funds And Donor-Advised Funds
2 Gift Annuities
3 Charitable Remainder Annuity Trusts
4 Charitable Remainder Unitrusts
5 Private Foundations
6 Charitable Lead Trusts
9 Special Problems In Implementing Intra-Family Transfers 274(34)
A Non-Tax Issues
B Succession Planning
C Liquidity Planning
D Risks In Intra-Family Transfers
E Tax Goals
F Transfer Techniques
G Choice Of Techniques
H Sale Transactions
I Freezing The Value Of Senior Interests
J Outright Sales And Installment Sales And Self-Canceling Installment Notes
K Private Annuities
L Self-Canceling Installment Notes
M Gifts
N Interaction Of Income Tax And Transfer Taxes
O Grantor Retained Annuity Trusts
P Sale To Defective Grantor Trust
Q Charitable Remainder Trusts
R Unitrusts Versus Annuity Trusts And Variations
S Family Limited Partnerships
1 Overview
2 Mechanics
3 Non-Tax Advantages
4 Tax Advantages
5 IRS Challenge
T Combining Techniques
U Corporate Redemptions To Shift Control
V Post-Mortem Techniques
W Special-Use Valuation: Section 2032A
X Employee Stock Ownership Plans
1 Planning With S Corporation ESOPs
Y Intra-Family Buy-Sell Agreements
Z Grandfathering
AA Divorce
AB Wealth Transfer Through New Company Formation
AC Conclusion
10 Creative Techniques To Provide Estate Liquidity 308(23)
A Causes And Consequences Of Illiquidity
B The Estate Plan
C Life Insurance Planning
D Valuation
E I.R.C. Section 6161: 12-Month Extension To Pay Estate Tax
F I.R.C. Section 6166: Ten-Year Extension To Pay
G I.R.C. Section 6166: Overview
H Amount Of Deferral
I Requirements
J Meeting The 35 Percent Test
K Calculation Of The Deferral
L Interest
1 Graegin Loans
M The Election
N Withdrawals And Dispositions
O The Need For Advance Planning
P Other Extensions
Q Section 303 Redemptions
R Income Tax Consequences
S The 35 Percent Rule
T Dollar Limitation
U Advance Planning
V Making The Election
W Using Life Insurance To Fund The Redemption
X Reviewing The Plan
Y Liquidity Analysis
11 Valuation Techniques And Strategies To Minimize Taxes On Family Businesses 331(29)
A Introduction
B Purpose Of The Valuation
1 Effect On Value
2 Publicly Traded Vs. Closely Held Corporations
3 Strategies For Valuation Reports
4 Penalties
C Rev. Rul. 59-60
1 Concept Of The Willing Buyer And Willing Seller
2 Eight Valuation Factors
3 Practicality Of Comparing Private And Public Companies
4 Effects Of Bona Fide Offers And Recent Transactions On Valuation
5 Effect Of Industry Rule-Of-Thumb Valuations
D Valuation Discounts
1 Lack Of Control
2 Lack Of Marketability
3 Blockage Discounts
4 Stock Restrictions
5 Swing Vote Attributes
6 Potential Whipsaw-Control Premium
7 Limitation On Discounts - The Willing Seller
E Miscellaneous Issues
1 Effect Of Capital Gains And Built-In Gains Taxes On Valuation
2 Range Of Discounts, Expected IRS Reactions
F Planning Opportunities And Issues
1 Buy-Sell Agreements
2 Family Limited Partnerships Restrictions Affecting Valuation
3 Lapsing Restrictions - I.R.C. Section 27048
4 Tiered Entities
5 IRS Attack Of Discounts Under I.R.C. Section 2036
6 FLP Court Cases Under A Variety Of Theories
12 Creative Life Insurance Planning For Family Businesses 360(45)
A Introduction
B Types Of Insurance
1 Term Insurance
2 Whole Life
3 Universal Life
4 Variable Life
5 Term/whole Life Mix
C Special Features
1 Paid-Up Additions
2 Disability And Waiver Of Premium Riders
3 Other Features
D Reviewing Life Insurance Proposals
1 Variables
2 Cost Indices
3 Vanishing Premium And Single Premium
4 Endowing At Age 100*
5 "Skinny Universal Life"
6 Due Diligence
7 Rating Services
8 Loaded Versus No-Load Policies
E Purposes Of Life Insurance
1 To Pay Estate Tax
2 Estate Builder
3 Funding A Buy-Sell Agreement
4 Key Man Insurance
5 Investment
6 Compensation
7 Provide For Family On Premature Death
8 Leveraged Charitable And Family Gifting
F Financing The Purchase Of Life Insurance
1 Borrowing To Purchase
2 Split-Dollar Arrangements
3 Use Of Qualified Plan Money
4 Welfare Benefit Plan
G Overview Of Tax Aspects Of Life Insurance
1 Tax-Exempt Proceeds
2 Tax-Free Withdrawals
3 Non-Deductability Of Premiums
4 Estate Tax Aspects
5 Gift Tax Aspects
H Creative Planning Ideas
1 Use Of Irrevocable Life Insurance Trust (ILIT)
2 Use Of Partnership To Hold Insurance
3 Structuring Buy-Sell Arrangements
4 Avoidance Of The Three-Year Rule
5 Intergenerational Split-Dollar To Reduce Estate Tax
6 Life Insurance In Qualified Plans
7 Removing Life Insurance From A Corporation Or Other Entity
8 Wealth Replacement
9 GST Planning
10 Crummey Powers
11 Life Insurance On Multiple Lives
13 Financing Problems And Issues 405(25)
A Introduction
B Financing On Formation Of The Entity
1 Debt/equity Ratio
2 Investment Company Rules
3 Small Business Corporation Tax Rules
4 Bank Financing
5 Loans From Shareholders And Family
6 Crowdfunding
C Financing Day-To-Day Operations
1 Difficulty In Accumulating Capital
2 Leasing Versus Buying
3 Asset-Based Financing
4 Leverage
5 Other Sources Of Funds
D Sources Of Capital For Expansion And Buy-Out
1 Bank Financing
2 Selling Off Unneeded Assets
3 Bringing In A New Partner
4 Venture Capital
5 Government Loan Programs
6 Going Public
7 Use Of Employee Stock Ownership Plans
14 Income Tax Planning Opportunities For Family Businesses And Owners 430(40)
A Introduction
B Interrelationship Of Business And Individual Planning
C Choice Of Entity
1 C Corporations
2 S Corporations
3 Partnerships
4 Limited Liability Companies
5 Corporate General Partners
6 "Check-The-Box" Regulations
7 Other Business Trust And Tax-Exempt Entities
8 Qualified Business Income Deduction (QBID)
9 Section 1202 Stock
D Family Considerations
1 Active Versus Inactive Owners
2 Disproportionate Allocations Of Profits
3 Estate Planning Considerations
4 Salaries Versus Distributive Share Of Profits
E Changes In Form Of Entity
1 C Corporation To
2 S Corporation To
3 Limited Liability Company Or Partnership To
F Selection Of Accounting Periods And Methods
1 Accounting Methods
2 Accounting Periods
G Changing Fiscal Years
H Planning Opportunities
1 Income Shifting Among Family Members
2 Using The C Corporation For Tax Shelter
3 Multiple Entities For The Best Of All Worlds
4 Planning With The Selections Of The Accounting Methods
5 Management And Related Companies
6 Section 105(c) Plans
7 Medical Reimbursement Plans
8 Interest Charged Domestic International Sales Corporation
9 Employing Minor Children
15 Negotiating The Tax Code's Related-Party Rules 470(31)
A Introduction
B Controlled Groups
C Transactions Between Spouses
D Installment Sales
1 Related-Party Installment Sales Of Depreciable Property
E Capital Gain Versus Ordinary Income
F Loss Transactions Between Related Parties
G Accrued Expenses Between Related Parties
H Compensating Family Members
I Taxation Of Regular Corporations And Their Shareholders
J Anti-Churning And Other Rules
K
Chapter 14 Valuation Rules
L Minority Discounts
M Sales Of Passive Activities To Related Parties
N Employee Stock Ownership Plans
O Conclusion
16 Comprehensive Case Study 501(30)
A Introduction
B Start-Up Phase
C Considerations In Start-Up
1 Options For Selection Of Entity
D Selection Of Fiscal Year
E Selection Of Accounting Method
F Building A Business And Building Wealth
1 Retirement Plans For Wealth Building
2 Funding For College
3 Early Estate Planning
G Tom Goes To Work Elsewhere - Tina Joins The Family Business
1 Succession
2 Next Phase Estate Planning
3 Asset Allocation/portability
4 Anticipating Future Increases
H Good Fortune And Larger Problems
1 Defining The Problem
2 Potential Strategies
I Planning For The Large Estate
1 Survey Of Additional Planning Ideas
2 Make Additional Gifts
3 Family Split-Dollar
4 Charitable Lead Trusts
5 Combining A Private Annuity And A GRAT
6 Short-Term GRATs
7 Private Foundations And Supporting Organizations
J Practical Business Planning
1 Governance Issues
2 Bringing Children Into The Business
3 Business Tax Issues
K Considerations For Tom And Tina
L Liquidity And Payment Of Estate Tax
Index 531
Gary A. Zwick, Walter Haverfield LLP and James John Jurinski, University of Portland, US
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