Is there an ability to retroactively restructure a corporation?
 

If a small corporation losses money for 5-6 years then ultimately dies, no one realizes those losses via tax relief.

Now as I understand it, had that corp been an "s" corp, the owner would have been able to write off the losses against his income.


Is this correct and is there any recourse for a guy that learned about this late in the game?

Bueller?

Damn Lendaddy..... is the end near? :(

Same as always, hanging in there. I'm just trying to position things as best I can regardless the scenario. It sucks that our accountant didn't warn us of this structuring issue (assuming my understanding is correct), we're talking six figures in taxes.

hire a lawyer

I think you are correct. I am not 100% sure, but I don't think you can make an S corp election for prior years. That is something your accountant should know.
There may be however, a few things you can still do.
Does the corporation have to be desolved?
Are there going to be future earnings that could be assigned to the corporation as long as the corporation still has a business purpose?
Are there assets in the corporation that are depreciated that could be sold to you for residual value?
If your accountant is sharp? What is he telling you to do?

Yes, I am aware of this option. Thanks.

My accountant is an idiot best I can tell. The corp would likely be desolved. There would not be any future earnings. The assets could certainly be sold at depreciated value but they are borderline worthless. This would be a walk away situation where debts would overshadow assets by 2 to 1.

I mentioned this organization to you once before...

http://www.mmtc.org/

I don't know if they could 'help' you per say... but they might have someone who's brain you could pick. Your federal tax dollars at work. :(

Also, don't feel bad having an idiot for an accountant. You are not alone.

If that's really the case, it sounds like BK is on the horizon. If you want to dissolve the corp. and walk away/liquidate, then its chapter 7 time. Or if you want to maintain and truly "restructure" the corp., then its chapter 11 time.

I've always had S corps because of the pass-through taxation. I think the law has changed, so I'm not 100% which, but you can amend your personal taxes either 2 years or 3 years back, so I would hope for you that you can also change the structure and declare and S election at some time in the past and get a minimum of 2 years of losses against income.

spend the $1000+ on a real tax attorney.

I wonder if you could create a new S corp that would buy the old one and it's losses.

"spend the $1000+ on a real tax attorney."

exactly.

rather than try to get a "subsidy" of opinion from those who lack the technical expertise to give a meaningful opinion -- esp. in your state - exchange some bucks to save your a$$ down the line

Yes, that's what I was hoping as well. Thanks,

FWIW I already have an attorney involved but I like to have a ballpark understanding of the subjects I call him on. Getting some free advice/direction on here and then honing it with him is much cheaper than having him educate me on the basics. I am also able to mull things over here and refine the questions I want to ask so as to optimize my time as believe it or not the guy's not cheap. I would have thought this was obvious but I guess not. I thank you guys for your help.

you'll not be retroactively switching to an S corp. that ship has sailed.

what is your basis in the c corp stock?

you might switch to an S corp now (possibly even for '08) but you need to discuss basis with your CPA ALSO you need to understand other issues of going C to S (BIG tax, suspended losses, etc).

All of the stock is owned by the President (not me). I'm not sure what you mean by basis exactly, original value?

We just wrapped up and filed fiscal '07. Are you saying that the corp could have changed right before filing and affected FY07? We were told it had to be done at the beginning of the year.

if you don't own any stock what losses are you looking to take????

typically a change to 'S' would involve filing a short year return to get on a calendar year (add'l filing req'mts to do fiscal year for an S and many don't bother with it) then do your first S year pursuant to form 2553 instructions. there are methods for filing a late S election but i don't have them handy right now (at home with sick child).

in any case there are other issues with going C to S that have to be considered.

also, in an S corp you need to have basis to take losses (and own stock of course).

'basis' is your stake in the company subject to a lot of somewhat complex rules (at least for S corps its complex; for C corps it's just like a stock you buy on the market in general).

This is not for me, it is on the behalf of the stock holder/President.

Thanks again and at the very least I see it's worth looking into further.

Lendaddy: A short hijack if you please.

If you could sell your business (or walk away), would you do so today?

Absolutely(though again this is not exactly my business).

That's what I figured. I'm about to try and do the same. Just making sure I wasn't crazy.

Back to our regularly schedule program...

What is your business?

Back to our unscheduled topic...

We make automated equipment/lines for automobile parts manufacturers. Big machines, custom design and build. Up to about $10M.

If this is too general P.M. (hahaha I made a PorscheMonkey pun) me. I do not want to post too much info here.

lendaddy, many companies have been re focused to fix the bottom line. Your CPA sounds like a liability at this point. I've seen companies bring a hot shot turn around specialist in house and give him access to all the books. He should spot the bleeding in short time and it may not necessarily be where you the the current president/owner think it is. Immediate corrective action has to be taken and your savior dude should have carte blanche to do that.

If this person has the reputation that he should have, your bank will be very happy (even if they aren't loaning money). They can be your biggest assest at this time. From what I see in this thread and others by you, if I were your bank, I'd not want to be any longer. That has to change along with the other critcal factors.

Then, new markets have to be explored and exploited. I don't care if you go from making seat frames for Ford to market shelving for 7eleven, you must sell something and now.

In my opinion bulk manufacturing in the US is DEAD. There are always exceptions and there will always be a place for the best in every industry but if you rely on bulk manufacturers as your client base I would run for the hills. JMHO

FWIW I am also in automotive manufacturing and it's dieing at an accelerated pace. The only sub industry with any life in it that I have found is aluminum extrusions.

That is basically my line of work....designing automated machinery, but mostly in the 10-750k range. After 16 years, the writing is on the wall. This business is just too tough to make money in. It just keeps getting tougher.

Companies can not justify the costs for custom automation because they don't get long term contracts to build parts anymore. The machines that do get built have ridiculous safety requirements that add to the cost, but the buyer wants the machinery for even less money. Machines we build now basically have to be safer than: garbage disposals, hammers, circular saws, hand drills, belt sanders, hair dryers, cars, bicycles, chain saws etc etc.

I am thoroughly disgusted by the safety aspect (to hell with OSHA and and limp wristed folks who complain of carpal tunnel;)), but the biggest problem is that companies simply can't afford automation as much as they used to due to shorter payoff times. Instead, the work goes overseas where labor is cheaper than the cost of automation.

Tim: I completely agree. If my partner makes a fair buyout offer I will be gone.

I hope you can get out clean. The company I work for is on it's third owner in 5 years. The original owners were smart and got out after a couple of bad years. Our new owner bought the place hoping to develop his own product line of food preparation equipment. He had hoped the "base" business would provide enough cash to limp along for a couple years while we concurrently develop his product line. Well, I hope he can withstand the beating he is taking long enough to get his product line further along. I am not holding my breath.

ahhh.. entirely different kettle of fish

best thing to do is to leaf thru a Nutshell guide to Partnerships & Corps. - try used bookstore or law libr. - these are simplistic overviews of law that law students use to avoid having to think while in law school

also try finding a web list on S corps

if neither works, then just inhale and trust the Anesthesiologist and the Surgeon - when you wake up it will be done well even if it hurts

Bulk manufacturing probably is DOA in the US, but just-in-time specialty work is coming back. The weak US dollar is seeing to that. Don't jump ship just yet.

Old dogs better learn new tricks. This old dog is reinventing daily to survive.

Not to mention quality issues, transportation costs, and the inability to really oversee the manufacturing process.

Len, I know this is just a buzzword to some, but have you started going lean yet? It took me a long time to really see the benefits, but now that I have, I'm moving our facility in that direction. Reducing setup time/costs, being more organized from quoting to shipping, keeping everything clean and in it's place (5S), etc., really has made a difference. The biggest hurdle I've had is getting the guys on the floor and the owner to get on board.

Anyway, Len, I wish you luck in your situation.

Jim

Thanks, I love machines and find this stuff fascinating. Someday I have to design/build an automation system to help me with my handmade t-shirt designs; essentially a machine that will lay down (I then spray with bleach), pick-up, wash, dry and lay down again a series of metal templates on a shirt over a variety of sizes.