I Need Tax & Business Help

When considering whether to hire an attorney for a tax or business problem, it is time to assess what you have to lose.

From a Business Owner’s Perspective

If you are unsure whether your potential change in the business structure of your company will leave you open to lawsuits and higher taxes, our attorneys can provide strategies to help secure your profits and your liabilities.

For example, if you are undergoing a sales tax audit and you are not able to bring yourself into compliance, the State will deem you a “high risk.” A high-risk owner is one that is simply not trusted by the State. If your business is shut down as a result of this issue, you will never be able to attain another certificate of registration again.

Asset Purchase Versus Stock Purchase in a Business

Asset Purchase
An asset purchase requires the seller to create a new business entity. Why? This is because the buyer is only buying things like:

• Machinery

• The building

• Parking lot

• Equipment

• Accounts receivable (maybe)

The seller is usually responsible for the company’s debts and also owns the existing client contracts.

Stock Purchase
In contrast, a stock purchase is the purchase of the entire business entity. The buyer assumes all of the assets and liabilities of the seller. In general, the buyer now stands in the shoes of the seller. Most importantly, the buyer assumes the existing contracts of the company.

The latter might be the reason that you wanted the business to begin with. There have been numerous instances where the buyer of a business thought they were buying the seller’s existing contracts, but it turned out that was not the case.

Many buyers of existing businesses do so with the intention that they will have a steady stream of income during the initial months. It is quite a shock to buyers of a business when they do not assume existing contracts of the business.

Tax Implications of Buying or Selling a Business

• What is your basis in the business?

• How much depreciation are you entitled to in your first year?

• When you decide to sell the business, how much tax do you pay on the appreciation of the building?

• As the seller, how will you be taxed on the goodwill that you generated over the last 20 years in business?

All of these questions need to be addressed by an attorney that deals heavily with both tax and business. Whether you are a buyer or a seller, you will need to structure the finances of your business to absorb these costs.

From an Individual’s Perspective

If you are an individual under scrutiny from the IRS or the State, our attorneys can design a strategy for you that will alleviate the stress of levy and collection action.

Nevertheless, tax representation is only one area of tax help that our attorneys can provide.

Additional Considerations for Individuals

• Tax Planning: How much money can you save by incorporating?

• Incorporating Risks: What do you lose by incorporating yourself or your business?

Call us to discuss your case.