Business structure matters. If you plan on starting a small business, you will have to choose how it will be legally organized. This decision has been made a little more complex as a result of federal tax law changes made by 2017’s Tax Cuts and Jobs Act (TCJA). In fact, even owners of companies that have been operating for some time may want to evaluate whether their existing business structure puts them in the best position to benefit from the tax law changes.

C Corporations and Lower Corporate Taxes

Traditionally, owners of small businesses organized as C corporations have faced a potential double taxation issue. The corporation pays taxes on its profits, and if those profits are distributed to the owners as dividends, the dividends are taxed to the owners individually. Because dividends are not tax deductible by the corporation, corporate profits are essentially taxed twice.

Prior to the TCJA, C corporations paid federal income taxes on a graduated scale up to 35% of taxable income. Personal service corporations paid taxes at a flat 35%. The TJCA reduced the corporate income tax rate substantially — to a flat 21%. The corporate tax rate reduction is a significant benefit for C corporations and their owners. Moreover, a C corporation can fully deduct state and local income taxes, whereas the TCJA limits an individual taxpayer’s itemized deduction for state and local taxes to $10,000 ($5,000 if married filing separately).

Pass-Through Entities

Generally, the net taxable income from pass-through entities — S corporations, partnerships, limited liability companies (LLCs) taxed as sole proprietorships or partnerships, and sole proprietorships — is taxed to the owners individually at their regular income tax rates. With limited exceptions, a corporate-level tax does not apply.

The TCJA lowered the top regular income tax rate for individual taxpayers from 39.6% to 37% through 2025. Additionally, thanks to the TCJA, individuals who own interests in pass-through business entities may be eligible to deduct up to 20% of their qualified business income. The 20% deduction is subject to significant limitations that apply to owners at higher income levels. However, for business owners who can qualify, the 20% deduction lowers the top effective tax rate on their qualified business income to 29.6%.

To Switch or Not?

The 21% corporate income tax rate may prompt small business owners to consider switching to (or starting) a C corporation. There are various factors to weigh before making a decision. For example, switching to a C corporation may make more sense for companies that expect to reinvest capital for business needs than for companies that intend to distribute profits to shareholders in the form of taxable dividends. However, should the owners contemplate a future sale of the business, double taxation would still be a potential issue were the transaction to be structured as an asset sale.

Professional Advice Is Necessary

This is a complex issue and there are numerous variables — both tax and nontax — that will come into play. Be sure to consult your legal and tax advisors before making a move to switch to a different business structure or to select an entity type for a new business.

Discover how our insights and experience can translate into a better bottom line for your business. Call us today at 479-242-1236 to learn more or request a consultation through our website and we’ll reach out to you to set up an appointment.

When two companies join together, whether it’s a merger between equals or the purchase of a smaller entity, it’s not just about the money. Click through for some insights into the softer side of M&A.

All mergers are different, and at times the end goal of setting up a new company that results from the merger is front and center in one’s mind. Joy and pure excitement come at closing the deal, but if this is a family business, a mixed bag of emotions follows fast.

You may have grown up in the family business, and it was probably understood that the next generation would eventually take over. But there are many factors that can get in the way of this happening: Internal family dynamics or external economic factors that result in a family business entering into a merger.

That’s when a host of emotions rises to the surface. The thought of someone else running your business, the company you worked so hard to build, seems wrong. “No one can run it like me,” “They will ruin my name,” “What will I do once I don’t have this business?” “Do I define my business or does my business define me?”

These are among the thoughts that begin to run through an owner’s mind, and if it’s a multigenerational company, the older folks may feel nostalgic while the younger generation is apprehensive. When the company is sold to an outsider, feelings of failure can creep up. The nagging questions from one’s subconscious: “What could I have done differently?” “Am I failing my children (my parents)?” “What will my role be in the new company?” “Will the new owners need me at all?”

This is when harsh reality hits like a cold shower. Two companies are joined together, cost savings are sought. People are going to be laid off. This hurts because some of them will have worked with you for years, making such decisions tough and painful.

One story of a father/son firm was recounted: The company was sold more than two years ago. The son remembers that when he had to tell the employees, it was the hardest and saddest day of his life. “Some of them had been with my dad for almost 40 years and I had known them since I was a young child. They were hardworking men and women who had become more like family. We knew that what we were doing was the right thing for the company and for us, but that didn’t make it any easier. Facing those people and letting them know that the home they had for the past few decades was closing was heartbreaking. It was a day that many tears were shed.”

From denial to anger to sadness and finally acceptance — the range of emotions that one experiences is sometimes like a period of mourning. Here is some advice:

• Accept the emotions. Give yourself permission to feel them and accept the fact that they are normal. This is one of the hardest things to do.
• Find your new path, whether that’s going to college or getting a job for a couple of years outside your business. It’s scary, but exciting at the same time.
• Get married and have kids, take a breather, and then face the future.

Sadness is inevitable. You’ve lost something that has been dear to you. Embrace this opportunity to discover new dreams, new paths, new adventures.

So you’re past the period of low morale and decreased productivity among the rank and file, which, of course, is a byproduct of many mergers that attempt to slam together two diverse corporate cultures. The employees who lose their jobs and those left behind — so-called survivors — now have to deal with the loss of institutional knowledge, increased workloads and a sense of uncertainty about their futures.

For some this can be devastating psychologically and can lead to stress-based illnesses. Yes, mergers can be messy. That is why paying attention to the human factor is a wise move.