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Why use tax returns?
MIKE'S RULES - Real estate and 'C' corporations
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Welcome ...

Email newsletter buttonIt's my pleasure to welcome you to our newsletter.

The newsletter will include articles of interest on a variety of subjects, but almost certainly it will address bankers' issues about using tax returns.

As an introduction to "MIKE'S RULES', I'll use a discussion I had with a client recently. Seems a light manufacturing facility next to their 'campus' of buildings was offered for sale. My client was interested and wanted my opinion on how the purchase should be structured. Much of what I recommended is summarized in 'MIKE'S RULES'.
 
I hope you'll find the information useful.

Michael Jellison, CPA
President - BankSems, LLC
Why use tax returns?
A wealth of useful information

I've been involved in tax planning as a CPA most of my adult life. I know what's behind the numbers you see on a tax return. So, I'm not exaggerating when I say there's a wealth of information 'hidden' within your customer's tax return.

When you understand the tax planning your customer uses, the tax return no longer intimidates - it 'lets its guard down'. Down right friendly? I suspect not - but 'approachable'.

What does the tax return give you?
  • First, it suggests your customer's degree of sensitivity to paying taxes. And, that can tell you a lot about how they handle risk. I find many of my CPA firm clients will actively tax plan and are willing to take the risk that the IRS might object.
As a banker (in particular as a lender), your customer's intent and ability to pay you back are critical. Reliable, recurring cash flow pays back debt. Nothing else. The tax return is the key to the customer's cash flow.
  • Finally, the tax return is a very good source of products / services you might be able to introduce to your customer. It's a 'marketing' treasure!

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From: Business Tax Return Analysis: A Banker's Perspective
 
"Never own appreciating real estate in a closely held regular ('C') corporation. It's too costly."
MIKE'S RULES

Why?

There are many and varied reasons, some purely tax based, others having a good measure of economic substance.

Tax Reasons:
- The appreciation will result in a taxable gain when the real estate is sold or otherwise exchanged. (excluding a like-kind exchange).
If depreciable real estate (building used in a business), the tax depreciation will reduce the 'tax basis' of the real estate. The gain will be the excess of the selling price over the 'tax basis'.

- A regular ('C') corporations does not enjoy the preferred tax rate afforded an individual on a long term capital gain. When an individual has a net long term capital gain, the current maximum tax rate is 15%. That's a very good rate when other income might be taxed at 35%.

- A regular ('C') corporation runs the risk of 'double taxation'. The gain on the sale of the real estate is taxed at the corporate level (35%).

When the corporation pays the dividend to the shareholder, the dividend is taxable to the shareholder on their personal income tax return (maybe at 35% again).

Two taxes - one corporate, the other individual.

Suggested Alternative - Own the real estate in a separate entity (LLC comes to my mind) and lease it to the corporation under favorable terms.
 
Economic Reasons:
- Holding the appreciating real estate out of the operating corporation keeps it away from the corporation's creditors.

- When the business is sold, the operating portion will be valued by some industry related standard. Real estate is valued in an entirely different fashion. Keeping the real estate out of the corporation's asset mix makes for a cleaner valuation.

- If passing the business on the next generation, the first generation retains ownership of the entity owning the real estate and continues to collect the rental income. This gives them an 'income stream'.

"Never own appreciating real estate in a closely held regular ('C') corporation. It's too costly."


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