Bankruptcy And Debts

SELLING YOUR BUSINESS - A TOOL TO REDUCE THE TAX BITE
By David M. Kauppi, MBA, CEA, CBI, President Mid Market Capital

Consolidation Debt Mortgage "I would rather expire at my desk than to sell my business and pay Uncle Sam one dime in taxes." How many owners that have paid their fair share of taxes for twenty years of building their business feel this way? The tax bite is the single biggest factor in an owner's reluctance to sell his/her company. I have previously written articles discussing various aspects of transaction structures to minimize taxes. As a result, I am often contacted by a panicked seller that is a week from closing his business sale as he looks in disbelief at his accountant's spreadsheet detailing the tax burden of his impending sale.

Chapter 7 Bankruptcy involves the selling off (or "liquidation") of a business' property to pay off debts. The bankruptcy process starts when the business files a petition with the bankruptcy court. The petition must list all of the business' property, debts, and recent financial history. The court will then appoint a trustee who will sell off some of the business' property to help pay the business' debts. Some debts will be discharged by the trustee, meaning that the debts will not have to be paid. Other debts are not dischargeable including recent taxes, debts in prior bankruptcy, and penalties payable to the government.

Consolidation Debt Help Recently, the seller of a Sub Chapter S Corporation with an $8 million transaction value contacted me. The tax basis was below $200,000 and $4 million of the transaction value was the assumption of debt. When the dust settled, he was looking at a capital gains tax liability of a staggering $965,000 while only receiving the remainder of proceeds after the assumption of debt. The assumption of debt is considered as part of the capital gain for tax purposes.

Bankruptcy is a court process that allows an individual or business to get relief from their debts. The ultimate goal of bankruptcy is to give the individual or business a fresh financial start while being fair to creditors. How Can a Business File for Bankruptcy Chapter 7 and Chapter 11. Once bankruptcy proceedings are started (whether through Chapter 7 or Chapter 11), creditors cannot attempt to collect debt from the business until the bankruptcy process has ended.

Consolidation Credit Debt The owner sent his accountant's spreadsheet to me and since I am not a tax accountant, I sent it to my tax wizard at BDO Seidman. He found a few small tweaks, but said that there was not much that could be done from an accounting standpoint for this owner. When I reported this back to the seller I could feel his disappointment and frustration.

Both types of bankruptcy may get rid of unsecured debts and stop foreclosures, repossessions, garnishments, offs, and debt collection activities. Both also provide exemptions that allow people to keep certain assets, although exemption amounts vary among states. Note that personal bankruptcy usually does not erase child support, alimony, fines, taxes, and some student loan obligations. And unless you have an acceptable plan to catch up on your debt under Chapter 13, bankruptcy usually does not allow you to keep property when your creditor has an unpaid mortgage or lien on it.

Bill Consolidation Debt So I began my quest for a better solution. After several dozen phone calls to my professional network, I was directed to a little known vehicle called a Private Annuity Trust. This vehicle has passed the scrutiny of the IRS and the Tax Court. It is not a way to avoid the payment of taxes, rather a method of deferring them with substantial economic benefit to the owner's beneficiaries. Below is a simplified description of the process. As the owner contemplates the sale of his business (or any highly appreciated asset for that matter) he "sells" it to a trust PRIOR to its ultimate sale. This trust purchases the asset at FMV and exchanges an annuity payment stream complete with IRS life expectancy tables and interest rates. The trust then sells the company to the buyer to fund the annuity. The transaction is accompanied by a gift to the trust in the amount of 7% of the face value of the annuity. This is so it qualifies as a trust by creating an entity with economic value. Remember, the private annuity is viewed as having zero economic value because the asset minus the obligation theoretically equals zero.

Bankruptcy is a Financial Tool While bankruptcy has always been a tool used by businesses without much stigma, the same cannot be said for individual bankruptcy. Here in the U.K. the act of someone filing for personal bankruptcy does have a stigma attached to it. Thankfully, people are starting to realize that bankruptcy is simply a financial tool which is necessary for individual people to use, just as it is necessary for businesses to use.

Consolidation Debt Quote The trust is in the name of the owner's beneficiaries and all aspects of the trust are controlled by the trustees/beneficiaries and not by the owner. The trust for the benefit of the heirs owns the assets and owns the annuity payment obligation. The trust can be structured to defer the annuity payments for a period of time to coincide with the owner's need to receive these payments, lets say, for example, ten years During those ten years the trust's investments or a commercial annuity grow without incurring a tax bite for the business sale. When the annuity payments start, the owner is taxed at his then current tax rate for the portion of the annuity payment attributable to the capital gains, his basis (no tax), and depreciation recapture from the sale, and the income produced from the annuity. The annuity pays the owner and spouse this annuity payment until last to die or until the annuity investments run out. If the owner and spouse die, any remaining assets are transferred to the beneficiaries outside of estate tax liability.

There are two types of tax sales – tax lien sales and tax deed sales. In a tax lien sale, a county government will sell its right to the tax lien on the real estate property, allowing a buyer to bid on the tax debt. In a tax deed sale, the county government will sell full ownership and possession rights of the property. Both types represent safe and rewarding investment opportunities. It is critical that you understand which type of sale you are attending, county.

Consolidation Debt Lead If your investments perform at the rate used in the annuity calculation and the last to die lives to their exact life expectancy, theoretically the trust value will be whatever the gift portion (7% of the selling price) has grown to. However, if the investments do very well and you outlive the life expectancy tables, you could receive payments well in excess of the original annuity face value. Those excess payments would be taxed at your then current income tax rate. If the investments do well and the value grows above the required annuity reserve amount, the excess can be distributed to the beneficiaries as income.

Consolidation Debt Non Profit In the simplest of views, this acts like an IRA. You are not currently taxed on the amount you put in, it grows tax deferred and you pay taxes upon distribution, hopefully at a far more favorable tax rate. In the case of the frustrated seller from above, what if he deferred all payments by ten years on the full sale price and the $965,000 in capital gain taxes owed? He had a life expectancy of 20 years beyond the start of the distributions. The $965,000 that he did not pay in taxes grows at 7% to $1,939,323 by the time distributions start. Every annuity payment contains a portion of the capital gain or 1/20th of the total capital gain annually. Therefore, the bulk of the resulting investment value of the capital gains tax deferral provides huge returns for years to come.

Consolidation Debt Loan Online If it seems too good to be true, remember it is tax deferral and not tax avoidance. The owner has sold his business first to the trust in return for an annuity payment stream. The owner cannot control the trust. To the extent that the owner wants immediate access to some of the sales proceeds, he would pay all taxes in proportion to the amount he is receiving. In cases like the one above, this tax deferral tool can have a dramatic impact on the financial status of the owner and his heirs by allowing the tax deferred funds to compound for many years before their ultimate distribution and the payment of any tax.

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Christian Consolidation Debt David Kauppi is business broker with Mid Market Capital, Inc. MMC is a merger and acquisition firm specializing in providing intermediary services to entrepreneurs and middle market corporate clients in a variety of industries. The firm counsels clients in the areas of merger and acquisition, divestitures, succession planning, valuations, and exit planning. Dave is a Certified Business Intermediary (CBI), a licensed business broker, a Certified Estate Advisor (CEA), and a member of IBBA (International Business Brokers Association) and the MBBI (Midwest Business Brokers and Intermediaries). Contact Dave Kauppi at (630) 325-0123, email davekauppi@midmarkcap.com or visit our Web page www.midmarkcap.com

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