Form 8832, Entity Classification Election
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Liability of Members of the Board of Directors and the Managing Director-A Scandinavian Perspective
Liability of Members of the Board of Directors and the Managing Director-A Scandinavian Perspective PROFESSOR ROLF DOTEVALL* I. Introduction In Scandinavian countries, questions concerning the liability of the company manage- ment have attracted great interest in recent years. Due to several highly publicized financial scandals that took place in the early 1990s in Denmark, Norway, and Sweden, these coun- tries extensively revised their Companies Acts during that period. In general, the amend- ments made to the Companies Acts involved modifications to management's obligations. Also, on several occasions over the past ten to fifteen years, Scandinavian courts have issued rulings concerning board member and managing director liability. The Companies Acts in the Scandinavian countries are similar, but not identical. They differ in how they treat private versus public business forms. The private form aims at regulating relationships in companies conducting business with few partners, in which the shares are not publicly traded. Conversely, a public company is a company whose shares may be traded on the stock exchange. For example, in Sweden, both private and public companies are regulated in the Companies Act (Aktiebolagslagen). In contrast, Denmark and Norway have various legislation schemes for each different company form. Under this construct, the Public Companies Act consists of mandatory rules whereas the private companies do not. However, under Swedish company law, the private form is subject to mandatory rules.' The objective of this article is to consider certain questions regarding the board of di- rectors' and the managing director's liability to the company under Scandinavian law. *Professor Rolf Dotevall is Professor in Commercial Law, Department of Law, School of Economics and Commercial Law, G6teborg University. -
New Tax Law: Issues for Partnerships, S Corporations, and Their Owners
New Tax Law: Issues for Partnerships, S corporations, and Their Owners January 18, 2018 1 Introduction H.R. 1, originally known as the “Tax Cuts and Jobs Act,” was signed into law on December 22, 2017. The legislation significantly changes how individuals, businesses in all industries, multi-national enterprises, and others are taxed. KPMG has prepared a 167- page report [PDF 1.4 MB] that summarizes and makes observations about the many tax law changes in H.R. 1, including permanent reduction of the corporate tax rate to 21% and mandatory repatriation of previously deferred foreign income. This report focuses on tax law changes impacting partnerships, S corporations, and their owners. Among other significant changes, H.R. 1 includes a new 20% business deduction that applies to certain partners and S corporation shareholders and new carried interest rules. This report is one of a series that KPMG has prepared as tax reform legislation has moved through various stages of the legislative process. To read KPMG’s reports and coverage of legislative developments, see TaxNewsFlash-Tax Reform. Documents The JCT provided estimates of the budget effects of the conference agreement on H.R. 1. Read JCX-67-17 Read JCX-68-17 (Distributional Effects of the Conference Agreement for H.R. 1) Read JCX-69-17 (Macroeconomic Analysis of the Conference Agreement for H.R. 1) © 2018 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. -
Moody's Credit Opinion July 2020
FINANCIAL INSTITUTIONS CREDIT OPINION Kommuninvest i Sverige Aktiebolag 21 July 2020 Update to credit analysis Update Summary On February 20, Moody's affirmed Kommuninvest i Sverige AB's (Kommuninvest) Aaa long- term senior unsecured debt and issuer ratings. Kommuninvest's Aaa long-term ratings reflects the institution's close links to Swedish regional and local governments (RLGs) and ultimately the Swedish sovereign (Aaa, Stable). RATINGS The main drivers of the ratings are (1) the joint and several guarantee that it receives from Domicile Orebro, Sweden Swedish RLGs that are part of Kommuninvest's owner organisation, the Kommuninvest Long Term CRR Not Assigned Cooperative Society; (2) its narrow public policy mandate to act as the debt management Long Term Debt Aaa office of the Swedish RLG sector; (3) and the fact that the institution is 100% controlled by Type Senior Unsecured - Fgn RLGs that are members of Kommuninvest Cooperative Society. Curr Outlook Stable Financial metrics such as profitability and asset risk are less indicative of the financial Long Term Deposit Not Assigned strength of Kommuninvest given its not-for-profit mandate and the limited information Please see the ratings section at the end of this report traditional asset risk indicators provide, as the institution does not have any problem loans. for more information. The ratings and outlook shown reflect information as of the publication date. Credit strengths » Kommuninvest's liabilities are guaranteed by all members of Kommuninvest Cooperative Society Contacts -
Model S Corporation Income Tax Act
American Bar Association Section of Taxation Committee on S Corporations Subcommittee on the State Taxation of S Corporations June 1989 (Revised) Model S Corporation Income Tax Act Recommended (with Six Proposed Modifications) to the States by the Multistate Tax Commission, August 2, 1991 I. BASIC PROVISIONS SECTION 1000. TITLE; DEFINITIONS; FEDERAL CONFORMITY; CONSTRUCTION (a) The title of this Part shall be the [name of State] S Corporation Income Tax Act. (b) For purposes of this Part, the following terms shall have the following meanings: (1) C Corporation: a corporation which is not an S Corporation. (2) Code: the Internal Revenue Code of 1986, as amended and as applicable to the Taxable Period; references to sections of the Code shall be deemed to refer to corresponding provisions of prior and subsequent federal tax laws. (3) Income Attributable to the State: items of income, loss, deduction or credit of the S Corporation apportioned to this State pursuant to [Section number—business income apportionment provision] or allocated to this State pursuant to [Section number— nonbusiness income allocation provision]. (4) Income Not Attributable to the State: all items of income, loss, deduction or credit of the S Corporation other than Income Attributable to the State. (5) Post–Termination Transition Period: that period defined in Section 1377(b)(1) of the Code. (6) Pro Rata Share: the portion of any item attributable to an S Corporation shareholder for a Taxable Period determined in the manner provided in, and subject to any election made under, Section 1377(a) or 1362(e), as the case may be, of the Code. -
Denmark Country Profile 2021
Denmark Country Profile EU Tax Centre June 2021 Key tax factors for efficient cross-border business and investment involving Denmark EU Member Yes. State Double Tax With the following countries, territories and jurisdictions: Treaties Argentina Cyprus Israel Montenegro(a) Switzerland Armenia Czech Rep. Italy Morocco Taiwan Australia Egypt Jamaica Netherlands Tanzania Austria Estonia Japan New Zealand Thailand Azerbaijan Faroe Islands Jersey Norway Trinidad & Bangladesh Finland Jordan SAR Pakistan Tobago Belarus Georgia Kenya Philippines Tunisia Belgium Germany Rep. of Korea Poland Turkey Bermuda Ghana Kuwait Portugal Uganda Brazil Greece Latvia Romania UK British Virgin Greenland Lebanon SAR Russia Ukraine Islands Guernsey Lithuania Serbia US Bulgaria Hong Kong SAR Luxembourg Singapore Venezuela Canada Hungary Macedonia Slovakia Vietnam Cayman Iceland Malaysia Slovenia Zambia Islands India Malta South Africa Chile Indonesia Mexico Sri Lanka China Ireland Sweden Croatia Isle of Man Note: (a) Treaty signed with former Yugoslavia applies. Most important Public Limited Company or Stock Corporation (Aktieselskab - A/S), Private forms of doing Limited Company (Anpartsselskab - ApS). business Legal entity A/S: DKK 400,000. capital ApS: DKK 40,000. requirements © 2021 Copyright owned by one or more of the KPMG International entities. KPMG International entities provide no services to clients. All rights reserved. 1 Residence and A company is resident if it has been incorporated in Denmark or if the place of tax system effective management is in Denmark. A modified territorial income condition applies for resident companies. Generally speaking, income from permanent establishments (PEs) and foreign property is not included in a company's taxable income. However, the worldwide tax liability applies: if a group has opted for international joint taxation (see below); if there is a Controlled Foreign Company (CFC) tax liability (see below). -
Report on Sweden INDIAN
This report provides helpful information on the current business environment in Sweden. It is designed to assist companies in doing business and establishing effective banking arrangements. This is one of a series of reports on countries around the world. ARCTIC N OCEA Global Banking Service Arctic Circle Tropic of Cancer C PACIFI N OCEA ATLANTIC ator Equ Report on Sweden INDIAN C Tropic of Cancer ACIFI P N OCEA orn Capric of Tropic N Equ ator r OCEA Equato N OCEA T ropic of Ca pric n orn Capricor Tropic of Antarctic Circle Contents Important to Know 2 Types of Business Structure 2 Opening and Operating Bank Accounts 3 Payment and Collection Instruments 4 Central Bank Reporting 5 Exchange Arrangements and Controls 6 Cash and Liquidity Management 6 Taxation 6 Report on Sweden 2 Types of Business Structure Important to Know Under Swedish law, there are several business structures available. Some require Official language a minimum amount of share capital to be paid up before the business can be established. A financial institution must hold the paid share capital in a restricted > Swedish account until the business is legally established. Currency Public limited liability company > Krona (SEK) AB (Publikt aktiebolag). This is a company whose shares are not registered to their Bank holidays owners and are tradable on a public stock market. This requires a minimum paid 2010 up share capital of SEK 500,000. Only one founder is required to form an AB, but a founder must be an individual or legal entity resident in the European Economic January 1, 6 Area (EEA). -
Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C
Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 In the Matter of ) ) Telia Company AB, Transferor ) WC Docket No. 20-___ ) Telia Carrier U.S. Inc., Licensee ) ) and Oura BidCo US, Inc., Transferee ) ITC-T/C-2020-_____ ) Joint Application for Consent to Transfer ) Control of International and Domestic Authority ) Pursuant to Section 214 of the ) Communications Act of 1934, as Amended ) JOINT APPLICATION FOR CONSENT TO TRANSFER CONTROL OF DOMESTIC AND INTERNATIONAL AUTHORITY PURSUANT TO SECTION 214 OF THE COMMUNICATIONS ACT OF 1934, AS AMENDED Pursuant to Section 214 of the Communications Act of 1934, as amended, ("the Act"), 47 U.S.C. § 214, and Sections 63.04 and 63.24 of the Commission's rules, 47 C.F.R. §§ 63.04 and 63.24, Telia Company AB (“Transferor” or “Telia Company”), Telia Carrier U.S. Inc. (“Licensee” or “Telia Carrier”), and Oura BidCo US, Inc. (“Transferee” or “BidCo US”) hereby request Commission consent to the transfer of control of domestic and international Section 214 authority held by Telia Carrier from Telia Company to Oura BidCo US, Inc., which is an indirect wholly owned U.S. subsidiary of Polhem Infra KB.1 This Joint Application is being filed simultaneously with the Wireline Competition Bureau and the International Bureau. I. Description of the Applicants A. Transferor and Licensee 1 Transferor, Licensee and Transferee may be collectively referred to as the “Applicants” herein. Licensee Telia Carrier has operated in the U.S. since 1996 and operates a nationwide fiber-optic communications network. Licensee historically has provided carrier-grade or “wholesale” services to carriers, content providers, operators and enterprises and offers a range of information services and telecommunications services. -
REAL LIFE EXAMPLE: Transferring Wealth with Business Interests
REAL LIFE EXAMPLE: Transferring Wealth with Business Interests by Bill Russell, Partner A FREEBORN & PETERS WHITE PaPER ABOUT THIS WHITE PAPER: ears ago, Peter Patriarch started a business in pet supplies. Over time his business has continued to grow in value and has Despite the easing of estate become quite successful. Sales continued to surge, rebounding taxes on many taxpayers, from the 2009 recession, and, by 2012 the business had many family-held businesses Yconsiderable value. continue to be burdened with large potential transfer Peter’s son, Paul, participates in the business as one of its leaders. In the taxes. This article is a real-life very early years, Peter had given Paul 10% of the company when it was story (with names changed) worth little. By 2012, Peter realized that he faced a significant estate tax of how one family business burden in leaving the remaining 90% of the company to Paul and his family. That tax burden (40%) was increasing everyday with the ongoing growth of successfully addressed this the business. In 2012, Peter decided to shift ownership so that this ongoing problem. growth would be out of his estate. At the same time, Peter was not ready to give up control of the company. The following is the actual steps that were taken by Peter to shift that wealth in a tax efficient manner. While the names have been changed, and the figures and structure have been simplified, the following example substantially reflects the real life facts. Peter’s company is an S corporation owned 90% by Peter and 10% by his son, Paul. -
BASE PROSPECTUS Kommuninvest I Sverige Aktiebolag (Publ
BASE PROSPECTUS Kommuninvest i Sverige Aktiebolag (publ) (incorporated with limited liability in the Kingdom in Sweden) Euro Note Programme Guaranteed by certain regions of Sweden and certain municipalities of Sweden On 2 September 1993 the Issuer (as defined below) entered into a U.S.$1,500,000,000 Note Programme (the Programme) and issued a prospectus on that date describing the Programme. This document (the Base Prospectus) supersedes any previous prospectus. Any Notes (as defined below) issued under the Programme on or after the date of this Base Prospectus are issued subject to the provisions described herein. This does not affect any Notes issued before the date of this Base Prospectus. Under this Euro Note Programme (the Programme) Kommuninvest i Sverige Aktiebolag (publ) (the Issuer) may from time to time issue notes (the Notes) denominated in any currency agreed between the Issuer and the relevant Dealer(s) (as defined below). The Notes may be issued in bearer or registered form (respectively the Bearer Notes and the Registered Notes). Each Series (as defined on page 53) of Notes will be guaranteed by certain regions of Sweden and certain municipalities of Sweden. The final terms (the Final Terms) applicable to each Tranche (as defined on page 53) of Notes will specify the Guarantor (as defined in the terms and conditions of the Notes) in relation to that Tranche as of the issue date of that Tranche. However, other regions and municipalities of Sweden may subsequently become Guarantors under the Guarantee (as defined herein). The Guarantee will be in, or substantially in, the form set out in Schedule 8 to the Agency Agreement (as defined on page 52). -
SWEDEN Company Formation Fact Sheet
DISCLAIMER: The contents of this text do not constitute legal advice and are not meant to be complete or exhaustive. Although Warwick Legal Network tries to ensure the information is accurate and up-to-date, all users should seek legal advice before taking or refraining from taking any action. Neither Warwick Legal Network nor its members are liable or accept liability for any loss which may arise from possible errors in the text or from the reliance on information contained in this text. Company formation Fact Sheet – Sweden (per November 2012) Types of company The main form of company with limited liability is; Limited company (sw: Aktiebolag). The limited company may be private or public. There are other forms of business enterprises, such as Trading Partnership (sw: handelsbolag), Limited partnership (sw: kommanditoblag) and Economic Association (sw: ekonomisk förening), but only the Limited Company will be described in this text. Formation Memorandum of association including, among others, requirements - the articles of association, and - certain info regarding the members of the board of directors (one of the first tasks for the board is to prepare the share register), and (if applicable) auditor, deputy members etcetera. Bank certificate, containing information on the amount paid for the shares (special rules apply for certain situations, e.g. if payment of the share capital is made by contribution in kind); and Application for registration Shareholders and The share capital must be, capital minimum 50.000 Swedish kronor for private limited companies, and minimum 500.000 Swedish kronor for public limited companies. Duration of procedure Usually about 2 weeks (from the arrival of the application, at the Swedish Companies Registration Office). -
Transfer Instructions for Privately Held Stock
IT’S YOUR LEGACY. EXPLORE IT. TRANSFER INSTRUCTIONS FOR PRIVATELY HELD STOCK 1. The donor should provide information as to whether the company is a C corporation or an S corporation. If the company is an S corporation, additional analysis will be necessary before the Foundation can determine if it will accept the stock. The additional issues to be analyzed in connection with a proposed gift of S corporation stock are summarized in paragraphs 10 – 16 below. 2. Generally, a written appraisal is needed for non-cash gifts of $5,000 or more. However, if the CAL POLY non-cash gift is non-publicly traded stock, the applicable threshold is $10,000. Office of Gift Planning 3. The instructions for IRS Form 8283 set out the appraisal requirements in general. If an appraisal is needed, the donor must obtain a qualified appraisal by an independent third party CONTACT US to determine the value of the property at the time the gift is made. The appraisal must be prepared, signed and dated by a qualified appraiser; prepared not more than 60 days prior to 1 Grand Avenue the contribution; and not involve a prohibited type of appraiser fee. The donor’s accountant San Luis Obispo, CA may be a good resource to obtain a referral for an appraiser. The appraisal must be delivered 93407-0444 to the donor before the due date (including extensions) of the return on which the donor will 800-549-2666 | 805-756-7125 first claim a deduction for the stock. If a deduction is first claimed on an amended return, the appraisal must be received before the date the amended return is filed. -
When Subchapter S Meets Subchapter C Martin J
University of Florida Levin College of Law UF Law Scholarship Repository UF Law Faculty Publications Faculty Scholarship Winter 2014 When Subchapter S Meets Subchapter C Martin J. McMahon Jr. University of Florida Levin College of Law, [email protected] Daniel L. Simmons Follow this and additional works at: http://scholarship.law.ufl.edu/facultypub Part of the Corporation and Enterprise Law Commons, and the Tax Law Commons Recommended Citation Martin J. McMahon, Jr. & Daniel L. Simmons, When Subchapter S Meets Subchapter C, 67 Tax Law. 231 (2014), available at http://scholarship.law.ufl.edu/facultypub/621 This Article is brought to you for free and open access by the Faculty Scholarship at UF Law Scholarship Repository. It has been accepted for inclusion in UF Law Faculty Publications by an authorized administrator of UF Law Scholarship Repository. For more information, please contact [email protected]. When Subchapter S Meets Subchapter C MARTIN J. MCMAHON, JR.- & DANIEL L. SIMMONS" ABSTRACT It is often said that "an S corporation is a corporation that is taxed like a partnership." This statement is incorrect. An S corporation resembles a part- nership only in that it generally does not pay income taxes and its income and losses pass through to the shareholders and retain their character as they pass through. Also, like a partnership, basis adjustments to an S corporation share- holder's stock reflect allocations of income, expense, loss, and distributions. However, no other rules of subchapter K governing partnership taxation apply to S corporations. Most of the rules governing the relationship between an S corporation and its shareholders differ significantly from the rules gov- erning the relationship between a partnership and its partners.