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Tax Strategies for Selling Your Company by David Boatwright and Agnes Gesiko Latham & Watkins LLP
Tax Strategies For Selling Your Company By David Boatwright and Agnes Gesiko Latham & Watkins LLP The tax consequences of an asset sale by an entity can be very different than the consequences of a sale of the outstanding equity interests in the entity, and the use of buyer equity interests as acquisition currency may produce very different tax consequences than the use of cash or other property. This article explores certain of those differences and sets forth related strategies for maximizing the seller’s after-tax cash flow from a sale transaction. Taxes on the Sale of a Business The tax law presumes that gain or loss results upon the sale or exchange of property. This gain or loss must be reported on a tax return, unless a specific exception set forth in the Internal Revenue Code (the “Code”) or the Treasury Department’s income tax regulations provide otherwise. When a transaction is taxable under applicable principles of income tax law, the seller’s taxable gain is determined by the following formula: the “amount realized” over the “adjusted tax basis” of the assets sold equals “taxable gain.” If the adjusted tax basis exceeds the amount realized, the seller has a “tax loss.” The amount realized is the amount paid by the buyer, including any debt assumed by the buyer. The adjusted tax basis of each asset sold is generally the amount originally paid for the asset, plus amounts expended to improve the asset (which were not deducted when paid), less depreciation or amortization deductions (if any) previously allowable with respect to the asset. -
Congressional Record—House H2113
March 19, 2003 CONGRESSIONAL RECORD — HOUSE H2113 a Support Our Troops rally or a reserv- government. And one can just project, through the ceiling. So it is obvious ist center and say, ‘‘Congressman, I if we continue to spend two and three that sooner or later, and I hope sooner will take my $90,000 tax cut now, and I and sometimes four times the rate of for the sake of our children and our don’t care if veterans have to stand in inflation, then government takes over; grandchildren, that we have to bring longer lines, have shortages of beds or and instead of empowering people in our spending into line so that this can’t get into VA hospitals tomorrow.’’ the United States, instead of empow- curve does not continue to keep going We all want to engage in shared sac- ering businesses to encourage them to up and up and up and soak up more and rifice. We are at a critical time in our expand and develop and offer better more of our gross domestic product. Nation’s history. Our first obligation and more jobs, government has been at has to be to our seniors and those the feeding trough to use more of those Now, I would like to for a few mo- fighting for our freedom in Iraq and dollars by increasing taxes across the ments turn our attention to another other dangerous places in the world. country. curve, another set of curves, and these We cannot cut their beds, their budg- How do we deal with a situation curves are just some detail-building on ets; we cannot balance tax cuts on where we have made our taxes so pro- the curve that the gentleman showed their backs. -
A Study and Comparison of the Consumption Basis of Taxation
W&M ScholarWorks Dissertations, Theses, and Masters Projects Theses, Dissertations, & Master Projects 1964 A Study and Comparison of the Consumption Basis of Taxation Douglas Wayne Blevins College of William & Mary - Arts & Sciences Follow this and additional works at: https://scholarworks.wm.edu/etd Part of the Finance Commons Recommended Citation Blevins, Douglas Wayne, "A Study and Comparison of the Consumption Basis of Taxation" (1964). Dissertations, Theses, and Masters Projects. Paper 1539624554. https://dx.doi.org/doi:10.21220/s2-n8af-t738 This Thesis is brought to you for free and open access by the Theses, Dissertations, & Master Projects at W&M ScholarWorks. It has been accepted for inclusion in Dissertations, Theses, and Masters Projects by an authorized administrator of W&M ScholarWorks. For more information, please contact [email protected]. A STUDY AND COMPARISON OF THE CONSUMPTION BASIS OF TAXATION 1 FOREWORD This treatise is a study and comparison ©f the three measures of economic well-being and their use as bases far financing govern ment. Particular emphasis is given to the study ©f the consumption basis ef taxation. Submitted in compliance with the requirements for the Master ef Arts degree in Taxation. Douglas W. Blevins 2 TABLE OF CONTENTS Foreword Part I. Introduction. A. Sources of Revenue. B. Principles ef taxation. 1. Canons ef Adam Smith. 2* Characteristics ef tax systems. % Economic effects. 4. E quity. 5. Compliance. 6. Shifting and incidence. Part II. Measures ef Economic Well-Being. A. Current income as a measure. 1. Income. 2. Definition ef income. a. The economic definition. b. The tax definition. -
Historical Tax Law Changes Luxury Tax on Liquor
Historical Tax Law Changes Luxury Tax on Liquor Laws 1933, 1st Special Session, Chapter 18 levied the first Arizona state Luxury Tax on Liquor. The tax rates established by this law are shown below: 10¢ on each 16 ounces, or fractional part thereof, for malt extracts 10¢ on each container of spirituous liquor containing 16 ounces or less 10¢ on each 16 ounces of spirituous liquor in containers of more than 16 ounces 3¢ on each container of vinous liquor containing 16 ounces or less 3¢ on each 16 ounces of vinous liquor in containers of more than 16 ounces 5¢ on each gallon of malt liquor The tax was paid by the purchase of stamps affixed to each container of liquor and malt extract and canceled prior to sale. Taxes were payable to the State Tax Commission, prior to or at the time of the sale of the product. Of the total receipts collected, 96% was dedicated to the Board of Public Welfare and the remaining 4% was appropriated for the use of the State Tax Commission. The tax was a temporary tax and expired on March 1, 1935. (Effective June 28, 1933) Laws 1935, Chapter 14 extended the provisions of Laws 1933, 1st Special Session, Chapter 18 to May 1, 1935. (Effective February 20, 1935) Laws 1935, Chapter 78 permanently enacted the provisions of Laws 1933, 1st Special Session, Chapter 18, with respect to the Luxury tax on Liquor. The tax rates levied on containers of spirituous liquor and vinous liquor were replaced with the rates shown below: 5¢ on each container of spirituous liquor containing 8 ounces or less 5¢ on each 8 ounces of spirituous -
More Than 50 Years of Trade Rule Discrimination on Taxation: How Trade with China Is Affected
MORE THAN 50 YEARS OF TRADE RULE DISCRIMINATION ON TAXATION: HOW TRADE WITH CHINA IS AFFECTED Trade Lawyers Advisory Group Terence P. Stewart, Esq. Eric P. Salonen, Esq. Patrick J. McDonough, Esq. Stewart and Stewart August 2007 Copyright © 2007 by The Trade Lawyers Advisory Group LLC This project is funded by a grant from the U.S. Small Business Administration (SBA). SBA’s funding should not be construed as an endorsement of any products, opinions or services. All SBA-funded projects are extended to the public on a nondiscriminatory basis. MORE THAN 50 YEARS OF TRADE RULE DISCRIMINATION ON TAXATION: HOW TRADE WITH CHINA IS AFFECTED TABLE OF CONTENTS PAGE EXECUTIVE SUMMARY.............................................................................................. iv INTRODUCTION ................................................................................................................ 1 I. U.S. EXPORTERS AND PRODUCERS ARE COMPETITIVELY DISADVANTAGED BY THE DIFFERENTIAL TREATMENT OF DIRECT AND INDIRECT TAXES IN INTERNATIONAL TRADE .............................................. 2 II. HISTORICAL BACKGROUND TO THE DIFFERENTIAL TREATMENT OF INDIRECT AND DIRECT TAXES IN INTERNATIONAL TRADE WITH RESPECT TO BORDER ADJUSTABILITY................................................................. 21 A. Border Adjustability of Taxes ................................................................. 21 B. 18th and 19th Century Examples of the Application of Border Tax Adjustments ......................................................................... -
Explanation of Proposed Estate and Gift Tax Treaty Between the United States and the Kingdom of Denmark
[JOINT COMMITTEE PRINT] EXPLANATION OF PROPOSED ESTATE AND GIFT TAX TREATY BETWEEN THE UNITED STATES AND THE KINGDOM OF DENMARK SCHEDULED FOR A HEARING BEFORE THE COMMITTEE ON FOREIGN RELATIONS UNITED STATES SENATE ON APRIL 26, 1984 PREPARED BY THE STAFF OF THE JOINT COMMITTEE ON TAXATION APRIL 25, 1984 U .S. GOVERNMENT PRINTING OFFICE 33-7070 WASHINGTON: 1984 JCS-18-84 CONTENTS Page [NTRODUCTION .......................... ...................... ........................... .......... 1 1. SUMMARy..... ..... ........................................................................... 3 II. OVERVIEW OF UNITED STATES TAXATION OF INTERNATION- AL GRATUITOUS TRANSFERS AND TAX TREATIES ................ A. United States Estate and Gift Tax Rules ... ............. B. Causes of Double Taxation ......................... .. .. ............ C. United States Estate and Gift Tax Treaties ........ .. .. III. EXPLANATION OF PROPOSED TAX TREATy................................ 11 Article 1. Personal Scope........ .... .. ........... ...................... ... 11 Article 2. Taxes Covered...... ......... .... ............................... 11 Article 3. General Definitions.... ......................... ............. 12 Article 4. Fiscal Domicile ................................................. 13 Article 5. Real Property..... .. ............................................. 14 Article 6. Business Property of a Permanent Estab- lishment and Assets Pertaining to a Fixed Based Used for the Performance of Independent Person- al Services...... ................. -
International Tax Planning and Reporting Requirements
international tax planning and reporting requirements Foreign earned income exclusions and foreign tax credits can significantly reduce the U.S. tax liability incurred on foreign- source income and help to avoid double taxation. Complex reporting is required for U.S. persons owning foreign assets including bank accounts and other financial investments. 106 NEW IN 2018 filed electronically. It is due April 17, 2018 and can be extended. Reportable transactions between the U.S. LLC and its foreign The Tax Cuts and Jobs Act of 2017 will have a significant impact owner include contributions and distributions between the two, in the international tax arena. Most notably, there is a manda- and would certainly include the setup and closure of the LLC. 2018 personal tax guide tory one-time repatriation of offshore foreign earnings held in There are onerus penalties for non-filing. a specified foreign entity. All U.S. shareholders with at least 10% ownership in a specified foreign entity are required to include EisnerAmper their share of the offshore earnings and profits which have not FOREIGN TAX ISSUES previously been taxed in the U.S. Only a portion of the foreign earnings are taxable based on the applicable percentage. U.S. Multinational clients with cross-border income from employ- shareholders will be allowed a 77.1% deduction for non-cash ment and investments are in today’s mainstream. Many taxpayers amounts and a 55.7% reduction for cash amounts. The effec- are discovering that they are subject to taxation and/or report- tive tax rate will ultimately depend on the U.S. -
2021 Tax Rates, Schedules, and Contribution Limits
2021 tax rates, schedules, and contribution limits Income tax Tax on capital gains and qualified dividends If taxable Income income But Of the Single Married/Filing jointly/Qualifying Widow(er) Tax rate is over not over The tax is amount over $0–$40,400 $0–$80,800 0% Married/Filing $0 $19,900 $0.00 + 10% $0 jointly and $19,900 $81,050 $1,990 + 12% $19,900 Over $40,400 but not Over $80,800 but not over qualifying over $445,850 $501,600 15% widow(er)s $81,050 $172,750 $9,328 + 22% $81,050 Over $445,850 Over $501,600 20% $172,750 $329,850 $29,502 + 24% $172,750 Additional 3.8% federal net investment income (NII) tax applies to individuals $329,850 $418,850 $67,206 + 32% $329,850 on the lesser of NII or modified AGI in excess of $200,000 (single) or $250,000 $418,850 $628,300 $95,686 + 35% $418,850 (married/filing jointly and qualifying widow(er)s). Also applies to any trust or $628,300 $168,993.50 + 37% $628,300 estate on the lesser of undistributed NII or AGI in excess of the dollar amount Single $0 $9,950 $0.00 + 10% $0 at which the estate/trust pays income taxes at the highest rate ($13,050). $9,950 $40,525 $995 + 12% $9,950 Kiddie tax* $40,525 $86,375 $4,664 + 22% $40,525 Child’s unearned income above $2,200 is generally subject to taxation at $86,375 $164,925 $14,751 + 24% $86,375 the parent’s marginal tax rate; unearned income above $1,100 but not $164,925 $209,425 $33,603 + 32% $164,925 more than $2,200 is taxed at the child’s tax rate. -
ACEA Tax Guide 2018.Pdf
2018 WWW.ACEA.BE Foreword The 2018 edition of the European Automobile Manufacturers’ Association’s annual Tax Guide provides an overview of specific taxes that are levied on motor vehicles in European countries, as well as in other key markets around the world. This comprehensive guide counts more than 300 pages, making it an indispensable tool for anyone interested in the European automotive industry and relevant policies. The 2018 Tax Guide contains all the latest information about taxes on vehicle acquisition (VAT, sales tax, registration tax), taxes on vehicle ownership (annual circulation tax, road tax) and taxes on motoring (fuel tax). Besides the 28 member states of the European Union, as well as the EFTA countries (Iceland, Norway and Switzerland), this Tax Guide also covers countries such as Brazil, China, India, Japan, Russia, South Korea, Turkey and the United States. The Tax Guide is compiled with the help of the national associations of motor vehicle manufacturers in all these countries. I would like to extend our sincere gratitude to all involved for making the latest information available for this publication. Erik Jonnaert ACEA Secretary General Copyright Reproduction of the content of this document is not permitted without the prior written consent of ACEA. Whenever reproduction is permitted, ACEA shall be referred to as source of the information. Summary EU member countries 5 EFTA 245 Other countries 254 EU member states EU summary tables 5 Austria 10 Belgium 19 Bulgaria 42 Croatia 48 Cyprus 52 Czech Republic 55 Denmark 65 Estonia 79 Finland 82 France 88 Germany 100 Greece 108 Hungary 119 Ireland 125 Italy 137 Latvia 148 Lithuania 154 Luxembourg 158 Malta 168 Netherlands 171 Poland 179 Portugal 184 Romania 194 Slovakia 198 Slovenia 211 Spain 215 Sweden 224 United Kingdom 234 01 EU summary tables Chapter prepared by Francesca Piazza [email protected] ACEA European Automobile Manufacturers’ Association Avenue des Nerviens 85 B — 1040 Brussels T. -
Ten Years Without the Swedish Inheritance Tax – Mourned by No
www.svensktnaringsliv.se DECEMBER 2015 Storgatan 19, 114 82 Stockholm Phone: +46 8 553 430 00 ANDERS YDSTEDT, AMANDA WOLLSTAD Ten years without the Swedish inheritance tax Mourned by no one – missed by few Arkitektkopia AB, Bromma, 2015 Arkitektkopia It is ten year since the Swedish inheritance tax was abolished by a unanimous riksdag (parlia- ment). How did it happen? How come all political parties in parliament – from the conservative right to the socialist left – agreed on its demise? This book tells the history of the tax, its abolishment and what consequences it had on Swedish business owners and Swedish business. It also takes a broader perspective and looks out to Europe and the world, proving that Sweden is far from as alone in refraining from taxing inheritance as we are sometimes led to believe. The abolishment of inheritance and gift tax marked the start of a broader debate on ownership issues in Sweden, a debate that eventually led to the abolishment of wealth tax and a more reasonable taxation of owner led corporations. The fact that it was the inheritance and gift tax that managed to gather both politicians and the industry around a common goal says a thing or two about which consequences the taxation had on Swedish wealth and business. The authors: Anders Ydstedt is an advisor, entrepreneur and author. He has previously written about genera- tional shifts in family businesses, the road to lower taxes and the Swedish chapter in Taxation in Europe – IREF Yearbook 2013 Amanda Wollstad is an editorial writer and public affairs consultant. -
WHO, WHAT, HOW and WHY Fact Sheet
Ta x , Super+You. Take Control. Years 7-12 Tax 101 Activity 2 WHO, WHAT, HOW AND WHY Fact sheet How do we work out what is a fair amount of tax to pay? • Is it fair that everyone, regardless of Different types of taxes affect their income and expenses, should taxpayers in different ways. pay the same amount of tax? • Is it fair if those who earn the most pay the most tax? • What is a fair amount of tax TYPES OF TAXES AND CHARGES for people who use community resources? Taxes can only be collected if a law has been passed to permit their collection. The Commonwealth of Australia Constitution Act established a federal system of government when it created TAX STRUCTURES the nation of Australia in 1901. It distributes law-making powers between the national government and the states and territories. There are three tax structures used in Australia: Each level of government imposes different types of taxes and Proportional taxes: the same percentage is levied, charges. During World War II the Australian Government took regardless of the level of income. Company tax is a over all responsibilities for income tax and it has remained the proportional tax as the same rate applies for all companies, major source of federal tax revenue ever since. regardless of the profit earned. Progressive taxes: the higher the income, the higher the Levels of government and their taxes percentage of tax paid. Income tax for individuals is a Federal progressive tax. State or territory Local (Australian/Commonwealth) Regressive taxes: the same dollar amount of tax is paid, regardless of the level of income. -
Wealth Transfer Planning
Wealth transfer planning WEALTH TRANSFER PLANNING Familiar landscape. New opportunities. Where do you start? In contrast to the individual income tax landscape, the wealth transfer tax-planning landscape may seem very familiar. Yet the doubling of the exclusion amount provides new opportunities for individuals to move their wealth transfer plan further down GLOBALIZATION the path before these favorable provisions sunset. TAX POLICY UPDATE RESOURCES HOME MENU 3 2019 essential tax and wealth planning guide | Part 2 Wealth transfer planning Familiar landscape. New opportunities. Familiar landscape. New opportunities. Where do you start? Familiar concepts, larger scale Where do you start? Consider paying gift WEALTH TRANSFER PLANNING taxes currently Thinking outside The transfer tax system, which includes gift, estate, and generation-skipping not have an estate greater than the applicable exclusion amount, but the box transfer taxes, has been the object of extensive political debate for the last would have if they had not engaged in wealth transfer during life. While that twenty years. Yearly bills in both the Senate and the House of Representatives number is impossible to know, it is interesting to note that in 2017, more have proposed repeal of the system outright. While the political landscape than 239,000 gift tax returns were filed reporting over $74.73 billion in gifts. necessary to accomplish outright repeal never materialized, Congress has Comparatively, the gross estates reported on the 12,700 estate tax returns twice in the last ten years delivered significant transfer tax relief by increasing filed in 2017 totaled $192.1 billion. GLOBALIZATION the applicable exclusion amount—the amount each taxpayer “excludes” from transfer taxation—from $3.5 million in 2009 to $5 million in 2010, and Of concern, however, is that the estate tax exemption increase under the from $5.49 million in 2017 to $11.18 million in 2018.