We assist small business clients in all stages of ownership from start-up to sale or dissolution. We advise clients on the best form of entity for their particular business, and we prepare and file the appropriate federal and state documents for their formation and tax reporting. We help clients to establish partnerships, limited liability companies and subchapter “S” corporations in California. We also help professionals, such as doctors, dentists and attorneys, to form professional corporations. We have substantial experience working with clients who own and manage real property, forming appropriate entities and transferring real property into and out of these entities while minimizing property tax reassessments.
We also help companies and partnerships with ongoing tax planning and reporting as discussed in more detail in the “tax planning” section of our website.
We work closely with the client’s other advisors, including CPAs and financial planners, to ensure the client can focus on the important job of running their business.
Finally, we assist business owners to plan for and transfer control and ownership of their companies to family members, or others, when the time comes for them to retire or they want to share ownership with others. Transfers by gift or sale, to close family or third party buyers, require similar but somewhat different considerations and processes to ensure that liabilities and risks are properly allocated between the old and new owners.
Tax Strategy and Planning
Our clients are affected by many different types of taxes, including income (wage, capital gains, NIIT, dividend, and franchise), gift, estate, real property and generation-skipping taxes. Each tax is imposed at its own tax rate, and some are triggered only by your actions (such as the generation-skipping transfer tax). Some taxes can disappear following a death (due to the basis step-up in IRC Section 1014), but others do not. In addition, California law is not always aligned with federal law, which can cause some assets to be taxed differently in these two different venues.
Tax planning can often allow you to choose which tax you want to pay and when to pay it. We assist clients to understand their obligations and to work within the approved tax system to minimize those taxes that can be limited, and to avoid unnecessarily triggering some taxes unless (or until) they wish to do so. Complying with current tax reporting is a big part of this planning – for example, a business located in another state but being run from California must register and pay taxes in California. Planning generally includes of looking at your current assets and taxes being paid and investigating your options. We may assist you to restructure entities, advise you on available tax deductions or on changing the character of the assets you hold, or in appropriate instances, advise you regarding how to relocate to a more tax friendly state.
It can also include pre-planning before you relocate to California from anther state. Planning ahead is particularly important before the trustee of an irrevocable trust moves to California because of the “throwback tax”.
Finally, our planning takes into consideration the wishes of our clients. Not every client wants or needs complex planning, or will maintain it in the manner required. Some planning, such as the use of life insurance trusts, for example, requires annual notices and payments by the correct source in order for the planning to succeed. We help our clients to realistically assess what type of planning fits their comfort level and willingness to spend the time maintaining it.
Entity Formation and Management
Many of our clients have significant real estate, or operate businesses relating to real estate. We assist our clients to determine the best manner in which to hold these assets, and we form and help them to maintain appropriate entities, including limited liability companies and corporations.
Our real estate clients often hold their properties in limited liability companies, although some still hold properties inside of limited partnerships. We assist our clients to determine the right form of entity for holding these properties to obtain the greatest liability protection while minimizing unnecessary taxes. We also advise them on how best to transfer interests in these entities to avoid unintentionally triggering a property tax reassessment. The changes made by Prop 19 in 2021 make this particularly important since some transfer that were previously disregarded can no trigger a substantial tax.
Clients with substantial real property sometimes also choose to use a management company (usually an S corporation) to consolidate services and provide additional tax benefits. We guide clients through the process of determining if such a structure makes sense for them personally.