How Do I Sign Maine Banking Form

How do i industry sign banking maine form later

[Music] hello and welcome to virtual america's small business development conference my name is peter harriman and i'm going to be presenting on s corp llc c-corp what the difference is between these different entities is a core level course that's going to be looking at the most common question that we get in our industry that question is what type of business entities should i be and why today we're going to go through some introductions what goes into choosing an entity type what the choices are breaking down those differences and bringing it all together in this presentation i'm going to show you an easy way to present the different entity types to a client so they get a better understanding of their choices and as advisors remember we're just giving them choices we're not making the decision for them but at the end of the presentation you should know the basic business entity options the most common reasons clients have for choosing those options and the ability to discuss with your clients the pros and cons of these options now my name is peter harriman and i work at the portland center for the small business development center at maine i'm hosted by the university of southern maine and i would be remiss if i didn't give a shout out to my whole team we have advisors that cover all 21 locations throughout the state of maine and maine is a big state so we have a great i do start with a disclaimer to most of my clients the first question asked the client is always how did you hear about us because they just want to know what marketing works but i always follow up letting them know that i do not provide tax legal or accounting advice the talk that we're going to have today that i explain with a client is just that it's advising i'm going to tell them the the basic pros and cons and they have to make the decision themselves and ultimately the final decision should be made in consultation with a lawyer or an accountant depending on the conversation so back to the common question what type of business entity should i be and why i commonly ask this question to my clients when they come in to see me and i get a range of answers right any pro anything from i want to become legitimate a legitimate business i want to hire employees i need to make sure i make the right decision now because i can't change or the two reasons that are always on the list of why i chose my business entity are liability protection and taxes um so what are our most common choices uh there are we're going to go from the the most basic choice to the most complex choice okay so the choices that we have are sole proprietor if you're a one owner partnership if it's more than one owner llc which can cover one or more owners and a corporation again one or more owners now there are more types of businesses than just these four but these four are the most common types of businesses that you're going to see any client come in with so those are the four that we're going to focus on today so if we break down the sole proprietor and what that is the ownership structure of a sole proprietor is that it's one business owner right it is the default form of business so if you start selling anything by default you are a sole proprietor in maine a sole proprietor has to register with their town but not the state uh in northern maine especially where a lot of woods some towns don't even have a registration so again sole proprietor is the easiest form of business to get into once you start business it's the default form of business so that's one of the largest pros one of the pluses to being a sole proprietor it's real easy to get into business right not much paperwork however one of the biggest drawbacks to a sole proprietor and one of the most common reasons i have businesses who are sole proprietors and they talk to me about switching to an llc or another type of business structure is that sole proprietors you are the business it has what we call full liability so as a sole proprietor yes you might have what's called a dba a doing business as and you have a different name for your business but when it comes down to it you are the business which means that if you get sued the business gets sued or if the business gets sued you get sued there is no legal difference one way or the other uh between the business and you that's why you see a lot of school proprietors out there will use their social security number as their tax id which is fine that's acceptable some do go to the effort of registering with the irs to get a separate ein for their sole proprietorship and it's free from the irs irs will never get between you and paying taxes so you could get an ein if you wanted to as a sole proprietor but many of them that that we see in maine anyway they just simply use your social security number and they can do that because again you are the business as a sole proprietor so you have that full liability taxes for a sole proprietor are schedule c taxes now what is schedule c schedule c is simply a worksheet that you do that you include in your personal taxes right so it's not its own separate tax form that you're going to mail in separately to the irs it's just a worksheet that's trying to determine what your taxable income for a business is and you include that worksheet in your personal taxes now let's go on to partnership partnerships are whenever you get two or more business owners that are working together typically you want a partnership to have a written partnership agreement uh there are many many many stories that you can probably hear especially if you've been doing this job for a while as an advisor where partnerships did not have a very strong or any written agreement and if the partnership were to dissolve later it it's not very clear on how that dissolution of the partnership works because there's no agreement on it so i always tell my uh clients that if you're a partnership whenever there's two or more people working in a business together is always a good idea to have some kind of written agreement on how that works right and so i advise any business with more than one owner that you really should get a lawyer involved now the liability for a partnership is much like the sole proprietor each partner is fully liable now sometimes people get confused with this because they believe let's say there's two partners and it's a 50 50 partnership they believe they're only 50 liable that's not true if your partner were to um skip town so to say uh you are still because you are one of the partners in the business you will then be held fully liable so each partner is fully liable for whatever the partnership is liable for so even if one partner is at fault you're all liable right so with the sole proprietor and the partnership having such high liability it's always a perfect segue for me to talk about business insurance with my clients uh to advise them hey your business entity structure should not be the only protection you have for your business it might be a good idea to look at business insurance so that is your first line of defense your second line of defense should be the business entity type but it shouldn't necessarily be your first so again this is a good way to segue into talking about business insurance with your clients now the taxes for a partnership are slightly different than the sole proprietor they're the 1065 partnership return and the 1065 return is a little longer than the schedule c so it's a little more work but it's basically getting to the same idea as the schedule c which is what is the net income that we're going to be taxed on it then takes that a step further and each partner is going to be issued what's called a k-1 which divides the profit of that partnership depending on what the partner's split was so if you have a 50 50 partnership that's pretty easy the net profit is going to be divided 50 and 50 so each k1 that each partner gets is going to be a 50 uh return if it's a 30 30 60 then 2k ones will be 30 one will be 40 right so it all equals 100 but the k1 just simply splits up the profit between the partners depending on their level of partnership now the limited liability company often referred to as the llc um this one is one or more owners right so unlike the sole proprietor or the partnership where it's based on how many owners a limited liability company um can be one or more it does require an operating agreement llcs are under contract law um so in maine especially even if it's one owner for a limited liability company it still should have an operating agreement which is the contract between the state and the business on how it does uh how it conducts its business and what laws it's subject to the liability of an llc is uh where most people uh are are attracted to right so the llc structure allows you to essentially create to use right it splits you into a business you and a personal you right so remember the sole proprietor and the partnership you and the business were were one you're at full liability here it's splitting you the business you is the llc under the e i end an employee identification number right so it's a tax id that you get just for the business from the irs and that's your business view and you want to conduct all of your business under that ein whereas the personal you that's your social security number that's all of your personal assets right and it's trying to divide the business you from the personal you and it's very important vitally important if you're an llc that you keep that division right you don't ever want to pierce that corporate veil because that's your protection right so if something were to happen and someone were to sue the llc then uh as long as there's no criminal negligence involved they're going to look at the business you right side of things so everything under the business you under that tax id is up for grabs in a lawsuit where the personal you should hypothetically be protected on the other side of that that divide right now if you know there's some businesses that they form an llc but they they pierce that veil right they um treat the llc just like a sole proprietorship would and that means they use the llc business account to pay directly for some of their personal expenses or cars or whatnot mortgages when you do that and you every time you pierce that corporate prevail you're losing your limited liability protection because what they do is they look at the different buckets the business you and the person on you and if you've been using those them interchangeably then that there is no to you the personal you and the business here is going to be viewed as one so again the most one of the most important things for a limited liability company is to keep that business to you separate from the personal you okay now a fun history lesson which seems like like we're getting off topic but we're not this is going to be uh tie into the tax forms of the llc so a history lesson on the llc the llc was first formed in 1977 in wyoming 1977 that means it is the baby of the business world uh corporations have been around for for hundreds of years and the sole proprietor you know default form of business has been around for hundreds of years but the llc is relatively new in the business world today over two-thirds of all new companies in the us are formed our llcs the irs largely ignored llcs for the first 11 years of its its existence right so the irs ignored it and so the llc doesn't have its own tax forms instead the llc actually borrows its tax forms depending on how you form the llc right and this is where the number of owners does matter so if you are a one member llc then you're going to be you're going to by default to the schedule c taxes just like the sole proprietor the only difference is on the schedule c if you're an llc there is a line for your ein number now if you're two or more owners you're going to do the by default the partnership return for the llc taxes and it's going to look exactly the same with the k1s and everything so interesting the llc does not have its own tax forms but it borrows the tax forms because the irs pretty much ignored it during its early existence now there is one thing that i'm going to mention but i'm going to get back to later the llc also has a unique ability to choose to be taxed as an s corp so again more on that later as we kind of break down how the three interact with each other the three basic types of businesses so let's look at taxes right and this is part of the the sheet that i usually go over with with businesses so on the left side if we group together all the businesses that we just talked about the sole prop partnership in llc right and again the default forms of taxes for one is a schedule c and for two or more is a partnership return and if we try to try to get to the meat of the bones is how much did you have an income so let's say we had eighty thousand dollars in sales less the expenses for the business so let's say there were thirty thousand dollars in expenses so the taxable income is fifty thousand dollars right whether it's a sole proprietor partnership or llc this fifty thousand dollars after expenses what you have for taxable income remember taxable income if you're one of these uh three entities the taxable income your net profit that's your pay right so if you're a sole proprietor partnership or a member of an llc you do not have to be on payroll your pay is going to be part of this 50 000 taxable income right now if you're a partner you're going to have k1s that split up that 50 000 depending on how much uh of ownership stake you have in the partnership um but there's one thing i like to point out is the taxable income that you earn for the year the irs never asks you how much did you leave in the bank and how much did you pay yourself the irs does not care what the irs is wondering and what they tax you on is how much did you make for this year so in this case we made 50 000 for the year so even if you did not pay yourself fifty thousand dollars you did not take out as an owner straw fifty thousand dollars they're still going to tax you on it so after many years if you did not take out the full amount you might have a pretty hefty sum in your bank account and a lot of clients will come in and say well i don't know what to do with that money because i don't want to be taxed on it well you're already taxed the irs taxes you each year on the total amount of net profit you make so feel free to use the money in your bank account it's already been taxed you just want to make sure each year that you're you're looking at the total sales and total expenses to get your taxable income now what happens to that 50 000 if you're a sole proprietor partnership or llc first that 50 000 is going to be assessed self-employment taxes this is often called the fica taxes this is social security and medicare um this is 15.3 which sounds like a lot until you understand where that that sum comes from as an employee your employer whether you know it or not pays half of your social security medicare so as an employee when you get your paycheck 7.65 of your paycheck goes to social security and medicare when you're self-employed you are acting as both employee and employer so you are paying both the employee and the employer share so 7.65 on either end that's where that 15.3 comes from this is the social security medicare of the employee and employer combined right so first you're gonna pay that self-employment tax and the second hit that you're gonna take is the income tax in maine we have state income tax some states don't but this is where you're gonna pay either federal uh and state income tax and just for uh illustrator purposes we're going to put that at about 10 to 15 now when i'm talking with a client i make very clear to them that the number one here the self-employment taxes that's a set rate the number two the income tax that's going to be dependent on your total household income right so uh if you have a partner or you make more you're you're gonna have a higher income tax rate so right now we're just doing this for an illustrative purpose so we can compare all the different uh business entities we're going to talk about today so when we combine those the total tax that we fin is 25 to 30 percent and that 25 to 30 when uh people come in and ask me what should i expect for taxes that's what we usually tell them is plan on 25 to 30 of taxes that you're going to pay and remember these taxes on your taxable net profit your pay after expenses so that's why you see a lot of businesses sometimes go out and spend a lot of money buy a new car whenever and i don't normally tell people go out and spend money just so you can lower your taxes but if you do need that equipment then there is ways that you can talk with your accountant and do some tax planning strategies to try to minimize the taxes that you're paying remember not avoiding taxes we're just doing a strategy to minimize them right so sole prop partnership and llc 25 to 30 is what what you should plan on taxes now we're going to flip over we're going to talk about corporations and corporations have long been considered the ultimate protection for a business why because the llc as you saw there's a business you and the personal you and in the sole proprietor and partnership there's you as well but it's still you right in a corporation the corporate structure takes you out of the picture right when you file for a corporation the corporation is actually its own legal person with its own rights right so when you form a corporation congratulations you've just created a person in the eyes of a law so that person is who ends up getting sued and you as the owner of a of a business you're an employee of that person right now keep your eyes on the news because as i said the corporations have long been thought to be the gold standard for ultimate protection however we have seen um some lawsuits come through for the pharmaceutical companies where they're trying to bypass the corporation and go after the owners directly so that might signal a change in that protection status so keep an eye on the news for those lawsuits but for now corporations are still considered the ultimate gold standard for protection now how is a ownership of a corporation dealt with well uh a corporation has stocks and so there's stockholders often the corporation's run by ceo which is usually the owner of the business uh and that is an employee of the corporation and it's typically overseen by a board who can also be the ceo the big thing to remember is corporations have articles and bylaws so one corporation looks like another corporation looks like another corporation there are certain rules that a corporation has to abide by remember corporations have around for hundreds of years so when we're talking about investors investors typically feel more comfortable investing in a corporation because they understand because corporations have set rules they understand what it means to be a 10 investor in a corporation so for talking investment money corporations have those rules that protect the investors or at least the investors understand how those rules affect them because it's it's set up by statutes and regulations i typically advise people if you're going to do a corporation you probably want to get a lawyer involved because you can set up a corporation wrong if you don't know the rules that you need to follow so at least have a conversation with a lawyer to make sure you understand those rules now that's in contrast to the llc remember the llc was under contract law contract law is much more flexible it's whatever two parties agreed to now because so many businesses are becoming llc's that is that's changing where investors are feeling more comfortable but typically investors will gravitate towards corporations so that's one of the pros to being a corporation the liability of a corporation as i said that's really where uh where the gold standard is for the corporation because the corporation's legally considered its own person you if you're the owner and you're the ceo you are an employee so you're going to be on payroll you're going to get a paycheck um and if the corporation gets sued it's that person getting sued taxes are where most people don't like corporations right it's one of the biggest cons and you often hear of it double taxation double taxation comes in where that legal person that you just created for that liability protection well that person you created the irs wants taxes from as well because irs wants every person to pay taxes on the money that they've earned so if you're going to get the liability protection of having a legal person you're going to also pay the taxes so the person that you created the corporation is going to have their very own tax return is the 11 20 return and it has its own due dates in its own uh his own form that you're going to do so you want to be pay attention to that it's not like the sole proprietor or the partnership or the llc up until now where you just kind of included worksheets with your own taxes this one has its very own tax form because remember you're creating the corporation like its own person if you're the owner you're going to get two forms right you're going to get a w-2 form which is your salary and you're going to get a 1099 dividend for anything above and beyond the salary that your corporation makes and we're going to get to that in an illustration so you'll understand so let's look at that let's add in corporations so what we're going to do with the corporation again the 1120 tax form we're going to take the taxable income that we found on the left because we want to compare apples to apples so we're going to use the same numbers in all three examples here so we're going to assume that your corporation did 90 000 in sales and we had 30 000 expenses to come up with 60 000 in taxable income right so we're going to take the left we're going to move it over to the right so the 6 60 000 in taxable income we're going to assume it it operated the same with the exception that now because it's a corporation you are now an employee of the corporation so you are going to have to have a salary you're going to be on payroll and that payroll isn't as it is a valid business expense right so that payroll is where your w-2 income earnings is going to be and the w-2 earnings is taxed and it's taxed the self-employment tax or you know it's tax social security and medicare and corporation pays half you pay half and it's tax income tax right um and then there's that 20 000 left over if we're using this as an example so that 20 000 that is left over that is going to be issued as a dividend uh the the excess that dividend is where you see that double taxation right so the irs wants wants your person to pay on the profit of the business and it's going to have you pay how that person pays is through corporate taxes right and the corporate tax rate used to be 35 and then in 2018 the tax law changed and that went down to 21 and that's you probably heard that in the news quite a bit it was quite a boon to corporations is quite quite good um the other tax that you're going to pay so that's the person side of of the corporation paying tax the one that you created the other tax the income tax we're going to leave it the same as we had on the other side we're going to assume 10 to 15 we're going to assume your income is about the same right so when you add these up the total tax that you're paying is 31 to 36 percent right on the dividend right so you already had payroll up here and that payroll has its own taxes but the dividend is going to you are going to pay a little higher taxes than you would if you were a sole proprietor or a partnership or an llc because you're paying for that gold standard of protection you're paying for that separation of legal liability you're paying for that phantom person you legally created to help protect you so it is a little higher in taxes there is a some double taxation going on um but there's a reason for it now let's get into the sub chapter s corporations right so many many many of my clients will come in and they've heard rumors about s-corporations uh most often i hear incorrectly that they believe s-corporations means you don't pay any taxes which we'll get into in a second but s corporations stands for the s chapter of the irs tax law right and this is the very interesting thing that not many people know you can select s corporation uh tax status either as an llc or as a corporation so if you're an llc you can choose to be taxed like an s corp or if you're a corporation you can choose to be taxed like an s corp so you can get to s corp taxation from either end right the difference being how that business is structured because um the s corp status is just a tax status and we'll get to that right now s corps when you choose an s corp there are some restrictive rules that you're going to have to follow those rules being limit on ownership who can be owners limit on 100 owners total uh in some other rules so you definitely want to talk to an accountant or a lawyer before you choose chapter s but it can benefit you and we're gonna we're gonna see that the liability of an s corp as i said it's the underlying business that is the s corp status so if if you have an llc as an s corp then you're gonna have the same tax liability because legally you're an llc you're just taxes in escorp if you are a corporation um and you choose escort well you have the legal protections as corporation because that's your legal status versus your tax status right so remember the s corp election is a tax status not a legal status necessarily you're still going to have default to whatever your your default company is now if you're a new business um and you know right away you're going to elect s corp status right from the beginning uh you know do not pass go do not collect 200 i see a lot of accountants and lawyers start your business as a corporation and then immediately file the s corp paperwork so that you immediately have a tax status of an escort but you have the protection of a corporation right and i also see a lot of llc's that as they get going and usually you're three or four they're making quite a bit of money rather than change their whole status to a corporation they might file as an s-corp status as well um just to get uh ease some of their tax burden again we're gonna get to that so the taxes is where the magic happens so let's bring up that diagram again and remember this is this is a diagram i actually showed or go through with clients because it allows me to bring up a lot of pros and cons of the different business entity types and how they're taxed right so we've already gone through the sole proprietor partnership llc and how that's taxed we've already gone through the corporations and how that's taxed so again the s corp is kind of a marriage of the llc and the corporation you can get to it from either side an llc can be taxed like an s corp or a corporation can be taxed with an escort so if we have an s corp the tax form of an s corp is 1120s right so it's it's a corporation uh tax wise so it has that slightly different tax form so it's going to have a different due dates it's going to be a separate tax form than your individual tax form so it's not a worksheet it is its own tax form um we're going to use the same numbers so we can pick compare apples to apples so we're going to use the same as we have for the corporations right the 60 000 of taxable income remember your corporate you're structured tax wise as a corporation so you're going to be on payroll i'm going to put a little star right there by salary and we'll get to that so 40 000 payroll let's say with 20 000 left over and that star for the salary is because we want to come back and we want to really talk about reasonable salary because that is one of the linchpins of the s-corp tax status you as an owner have to have a reasonable salary that's one of the tests that the irs will perform on an s-corp is did the owner pay themselves a reasonable salary and when we say reasonable it's not reasonable as compared to what you made it's reasonable as far as if i were to pay someone in my same position how much could they expect to make you know regardless of what my corporation made what is the reasonable salary or think of it this way if i had to pay someone to replace myself to do the job i'm doing because i'm an employee if i had to pay another employee to do exactly what i'm doing what would i have to pay that employee as a reasonable salary right now that twenty thousand dollars that's left over after payroll we're going to call it a distribution i have seen on the internet if you you go searching a little more on this subject i have seen a lot of literature that calls it a dividend as well um but i like to call it a distribution just to make sure that we have this clear distinction in the client's mind of the corporate dividend versus the s corp distribution right now the big big thing that people are attracted to for the s corp is that 20 000 distribution skips the number one on either side right so on the sole proprietor partnership llc side there's self-employment tax and on the corporate side there's corporate tax for that number one hit right so this distribution does not have self-employment tax assessed to it and does not have corporate tax assessed to it right so that's where a lot of people say well there's no taxes on the distribution well that's wrong there's actually income tax right federal and state income tax which is between 10 and 15 if we keep our example right that's just an example it might be higher if you have a higher income might be lower for your lower income but you still have income tax on that distribution so the most common thing i i see people uh when they're talking to me um they say it's it's tax free it's not tax free 20 000 still has income you're going to get a k1 from uh the corporation is going to issue a k12 on that distribution amount a w-2 on the payroll but a k-1 for that 20 000 and that k1 will then be put on your personal taxes and you'll be assessed the income tax for that as earnings but no self-employment tax no corporate tax right so when we look at the total tax on that distribution remember just the distribution it's about 10 to 15 percent in our example um so that's a pretty good savings over the 25 to 30 or the 31 to 36 for that distribution again payroll the 40 000 that's going to assess its own taxes right it's going to have social security medicare um and income tax as well so we're only talking about the distribution as far as that tax saving which means that reasonable salary that we have been discussing that is again the key when you're talking to a client about if they wanted to choose s corp status or not remember we're not telling them what to do i never say right or wrong uh with a client when i'm discussing the different business entities there's just pros and cons right so with the s corp it can be a great tax strategy for a lot of the businesses that we deal with as long as they keep in mind reasonable salary so what i often advise to my clients is hey if you're thinking about an s corporation and you're already in business do a projection for the next year right you know wait for the end of the year uh until december or something in january or february sit down look at what you did this past year do a projection for the future year and look at what you would have to pay yourself for a reasonable salary now once you take out the reasonable salary how much of a distribution are you left with because that's where the tax savings is going to come in because remember with an s corp there's a couple a couple different expenses that you're going to want to keep in mind is this is a whole separate tax form so you might pay more for a tax form and if especially you're the only owner you're going to have payroll right if you have many employees throwing yourself on payroll it's not going to cost so much but if you're just starting payroll and you're the only person then that's going to be an expense that you didn't expect so look at you know do a projection estimate your reasonable salary or talk to an accountant to understand your reasonable seller you should always have something written so if the irs ever asks you hey what is a reasonable salary you have you have an understanding of how you got to that number so find a reasonab e salary and figure out what that distribution is to understand if that is going to be worthwhile right to to take as i said i will go through this with a client on a whiteboard um and go through each section the same order that we've got done today because it allows me to bring up all these different topics about the different business entities and again these are just the most common entities there are there are a few others but you're not going to see those other ones very very often these are the primary ones that we deal with in summary to wrap up we've gone through the four most common business entity types their ownership structure liability and tax structure along with pros and cons and differences between each of them right so you can speak intelligently to your clients about the differences remember we're just advisors right so a lot of my clients will laugh because um i will take those three columns and i will go through it with them and i will talk for half an hour to an hour with them about the differences between the business entities remember i don't use right or wrong for the clients i'm talking about business entities but i'll go through the three columns at the end of it the clients tell me they have a much better understanding of the differences and which choice they want to make based on that but the last because i've never told them which choice they think that i think they should do and they often will ask me what should i do i don't tell them i tell them it's your choice you as the business owner you're in the hot seat um my choice is just to give you some of the broad strokes of what the business entity choices are and what the pros and cons liability tax structure everything that we've gone over today usually it takes me about half an hour to go through those three columns with a with a client um so that they understand the differences but even if i don't go through the three columns just understanding it myself in my head as i talk to a client really helps me probe the client as far as what you know why are you choosing this business entity right because that's the the biggest question we get is what business entities should i get and most commonly they're asking because of liability or taxes it's not the only reason they have other reasons but liability and taxes usually is the reason that comes up the most so using those three columns that method that i showed you really allows us to dive into different topics especially um like insurance needing business insurance and whatnot uh and it really really clears it up for the client but remember this is just an overview i always encourage uh clients to talk to a lawyer or accountant when they make their final decision right because i'm just there to give them a broad overview if they're making a final decision they should really talk to an expert in the field to be able to either finalize that or understand what that decision fully means for the pros and cons thank you and i hope you enjoyed this presentation