Chapter 12

1. Corporations are LEGALLY FORMED by filing articles of organization with the state in which the corporation will be created.

True False

2. General partnerships are LEGALLY FORMED by filing a partnership agreement with the state in which the partnership will be formed.

True False

3. Limited partnerships are LEGALLY FORMED by filing a certificate of limited partnership with the state in which the partnership will be organized.

True False

4. Sole proprietorships are not treated as legal entities separate from their individual owners.

True False

5. S corporation shareholders are legally responsible for paying the S corporation's debts because S corporations are treated as flow-through entities for TAX purposes.

True False

6. LLC members have more flexibility than corporate shareholders to alter their legal arrangements with respect to one another, the entity, and with outsiders.

True False

7. Corporations are legally better suited for taking a business public compared with LLCs and general partnerships.

True False

8. Both tax and nontax objectives should be considered when choosing an appropriate business entity.

True False

9. TAX RULES require that entities be classified the same way FOR TAX purposes as they are classified for legal purposes.

True False

10. C corporations and S corporations are separate taxpaying entities that PAY TAX on their own income.

True False

11. All unincorporated entities are generally treated as flow-through entities FOR TAX purposes.

True False

12. In certain circumstances, C corporations can elect to be treated as flow-through entities.

True False

13. An unincorporated entity with more than one owner is, by default, TAXED AS a partnership.

True False

14. A single-member LLC is TAXED as a partnership.

True False

15. For tax purposes, only unincorporated entities can be considered to be disregarded entities.

True False

16. Unincorporated entities with only one individual owner are taxed as sole proprietorships.

True False

17. S corporations have more restrictive ownership requirements than other entities.

True False

18. Entities taxed as partnerships can use special allocations to reward owners based on their responsibilities, contributions, and individual needs.

True False

19. Sole proprietors are subject to self-employment taxes on net income from their sole proprietorships.

True False

20. Shareholders of C corporations receiving property distributions must recognize dividend income equal to the fair market value of the distributed property if the distributing corporation has sufficient earnings and profits.

True False

21. Losses from C corporations are never available to offset a shareholder's personal income.

True False

22. Which of the following legal entities file documents with the state to be formally recognized by the state?

A. Limited Liability Company

B. General Partnership

C. Sole Proprietorship

D. None of these

23. If an individual forms a sole proprietorship, which nontax factor will be of greatest benefit to the sole proprietor?

A. Liability protection

B. Legal flexibility in defining rights and responsibilities of owners

C. Facilitates initial public offerings

D. Minimal time and cost to organize

24. Which legal entity is correctly paired with the party that bears the ultimate responsibility for paying the legal entity's liabilities?

A. LLC - LLC members

B. Corporation - Corporation

C. General Partnership - Partnership

D. Limited Partnership - General partner

E. Both Corporation - Corporation and Limited Partnership - General partner.

25. Which legal entity provides the least flexible legal arrangement for owners?

A. Corporation

B. LLC

C. Partnership

D. Sole Proprietorship

26. Which legal entity is generally best suited for going public?

A. Corporation

B. LLC

C. Limited Liability Partnership

D. General Partnership

E. All of these entities are equally suited for going public.

27. What document must LLCs file with the state to organize their business?

A. Articles of incorporation

B. CERTIFICATE of LLC

C. Articles of organization

D. Partnership agreement

E. None of these. LLCs do not have to file with the state to organize their business.

28. Which of the following entity characteristics are generally key drivers for small business owners in deciding which entity to choose?

A. Double taxation

B. Required accounting period

C. Liability protection

D. Double taxation and required accounting period

E. Double taxation and liability protection

29. On which form is INCOME from a single member LLC with one corporate (C corporation) owner reported?

A. Form 1120 used by C corporations to report their income

B. Form 1120S used by S corporations to report their income

C. Form 1065 used by partnerships to report their income

D. Form 1040 , Schedule C used by sole proprietorships to report their income

E. None of these.

30. On which TAX FORM does a single member LLCs with one individual owner report its income and losses?

A. Form 1120

B. Form 1120S

C. Form 1065

D. Form 1040, Schedule C

31. On which TAX FORM do LLCs with more than one owner report their income and losses?

A. Form 1120

B. Form 1120S

C. Form 1065

D. Form 1040, Schedule C

32. Which TAX classifications can potentially apply to LLCs?

A. S corporation

B. Partnership

C. Sole proprietorship

D. S corporation and Partnership

E. S corporation and Sole proprietorship

F. Partnership and Sole proprietorship

G. All of these

33. Generally, which of the following flow-through entities can elect to be treated as a C corporation?

A. Limited partnership

B. Limited Liability Company

C. General partnership

D. All of these.

34. Which of the following legal entities are classified as C corporations FOR TAX

purposes?

A. Limited Liability Company

B. S corporations

C. Limited partnerships

D. Sole proprietorship

E. None of these

35. If PST Corporation is a shareholder of MNO Corporation, how many levels of TAX is MNO's pre-tax INCOME potentially exposed to?

A. No taxation

B. Single taxation

C. Double taxation

D. Triple taxation

36. Crocker and Company, Inc. had taxable income of $550,000. At the end of the year, it distributes all its after-tax earnings to Jimmy, the company's sole shareholder. Jimmy's marginal ordinary tax rate is 34 percent and his MARGINAL TAX RATE on dividends is 15 percent. What is the overall tax rate on Crocker and Company's pre-tax income?

A. 9.9%

B. 15.0%

C. 35.0%

D. 43.9%

E. 66.7%

37. If C corporations retain their after-tax earnings, when will their shareholders be

TAXED on the retained earnings?

A. Shareholders will be TAXED when they sell their shares at a gain

B. Shareholders will be TAXED IN the year they elect to be taxed on undistributed retained earnings

C. Shareholders will be taxed on undistributed retained earnings in the year the corporation files its TAX RETURN

D. None of these

38. Which of the following is most effective in mitigating the double TAX ?

A. Shift INCOME from high TAX rate shareholders to low tax rate corporations

B. Shift income from low tax rate shareholders to high tax rate corporations

C. Shift income from high tax rate corporations to low tax rate shareholders

D. Shift income from low tax rate corporations to high tax rate shareholders

39. While a C corporation's losses cannot be used by their shareholders to offset personal income, a C corporation may carry back and carry forward losses to help offset the taxable income a corporation had or will have. How are these net operating losses carried back and carried forward?

A. Carried back two years, carried forward indefinitely

B. Carried back indefinitely, carried forward two years

C. Carried back two years, carried forward five years

D. Carried back two years, carried forward twenty years

E. None of these.

40. Logan, a 50 percent shareholder in Military Gear Inc., is comparing the tax consequences of losses from C corporations with losses from S corporations. Assume Military Gear Inc has a $100,000 loss for the year, Logan's tax basis in his Military Gear

Inc. stock was $150,000 at the beginning of the year, and he received $75,000 ordinary income from other sources during the year. Assuming Logan's marginal INCOME TAX RATE is 15%, how much more tax will Logan pay currently if Military Gear Inc. is a C corporation compared to the tax he would pay if it were an S corporation?

A. $0

B. $3,750

C. $7,500

D. $11,250

41. Which of the following is not an effective strategy for mitigating double taxation in a C corporation?

A. C corporations can shift income to shareholders via deductible payments

B. C corporations can make an S election

C. C corporations can pay dividends to their shareholders

D. None of these. All of these statements are effective strategies to mitigate or avoid double taxation.

42. Robert is seeking additional capital to expand ABC Inc. In order to qualify ABC as an S corporation, which type of investor group should Robert obtain capital from?

A. 30 different partnerships

B. 10 different C corporations

C. 90 nonresident individuals

D. 120 unrelated resident individuals

E. None of these.

43. What TAX year-end must unincorporated entities with only one owner adopt?

A. The entity is free to adopt any TAX year-end

B. The entity must adopt the same year-end as its owner

C. The entity must adopt a calendar year-end

D. The entity may adopt any year-end except for a calendar year-end

44. Roberto and Reagan are both 25 percent owner/managers for Bright Light Inc. Roberto runs the retail store in Sacramento, CA, and Reagan runs the retail store in San Francisco, CA. Bright Light Inc. generated a $125,000 profit companywide made up of a $75,000 profit from the Sacramento store, a ($25,000) loss from the San Francisco store, and a combined $75,000 profit from the remaining stores. If Bright Light Inc. is an S corporation, how much INCOME will be allocated to Roberto?

A. $31,250

B. $62,500

C. $75,000

D. $125,000

45. Roberto and Reagan are both 25 percent owner/managers for Bright Light Enterprises. Roberto runs the retail store in Sacramento, CA, and Reagan runs the retail store in San Francisco, CA. Bright Light generated a $125,000 profit companywide made up of a $75,000 profit from the Sacramento store, a ($25,000) loss from the San Francisco store, and a combined $75,000 profit from the remaining stores. If Bright Light is TAXED AS a partnership and decides that Roberto and Reagan will be allocated 70 percent of his own store's profit with the remaining profits allocated pro rata among all the owners, how much income will be allocated to Reagan?

A. ($25,000)

B. ($17,500)

C. $5,000

D. $20,000

46. When an employee/shareholder receives an income allocation from an S corporation, what taxes apply to the income allocation?

A. FICA TAX only.

B. Self-employment tax only.

C. FICA and self-employment tax.

D. None of these. This income will never be TAXED .

E. None of these. This income will be taxed, but another type of tax will apply.

47. What is the TAX impact to a C corporation or an S corporation when it makes a property distribution to a shareholder?

A. Recognizes either gain or loss

B. Does not recognize gain or loss

C. Recognizes gain but not loss

D. Recognizes loss only

48. Assume you plan to start a new enterprise; you know the probability of having losses for the first three years of operations is almost 90 percent, and you know you will report a substantial amount of INCOME from other sources during those same three years. From a TAX perspective, which of the following entity choices would be least favorable?

A. C corporation

B. LLC

C. General partnership

D. S corporation

49. From a TAX perspective, which entity choice is preferred when a liquidating distribution occurs and the entity has assets that have declined in value?

A. Partnership

B. S corporation

C. LLC

D. Partnership and S corporation

E. S corporation and LLC

50. From a TAX perspective, which entity choice is preferred when a liquidating distribution occurs and the entity has appreciated assets?

A. Partnership

B. S corporation

C. LLC

D. Partnership and LLC

E. S corporation and LLC

51. If you were seeking an entity with the most favorable tax treatment regarding (1) the number of owners allowed, (2) the flexibility to select your accounting period, and (3) the availability of preferential capital gains rates when selling your ownership interest, which entity should you decide to use?

A. C corporation

B. S corporation

C. Partnership

D. Sole proprietorship

52. Which of the following is not an effective strategy for mitigating the double TAX associated with C corporations?

A. Paying a salary to a shareholder-employee

B. Leasing property from a shareholder

C. Borrowing money from a shareholder

D. Paying fringe benefits to a shareholder-employee

E. All of these are effective strategies for mitigating double taxation

53. What is the maximum number of unrelated shareholders a C corporation can have, the maximum number of unrelated shareholders an S corporation can have, and the maximum number of partners a partnership may have?

A. 100; no limit; no limit

B. no limit; 100; 2

C. no limit; 100; no limit

D. 100; 100; no limit

54. David would like to organize HOS as either an LLC or as a corporation generating a 12 percent annual before-TAX return on a $300,000 investment. Individual and CORPORATE TAX RATES are both 30 percent and individual capital gains and dividend TAX rates are 15 percent. HOS will pay out its after-tax earnings every year to either its members or its shareholders.

a. Ignoring self-employment TAXES , how much would David keep after TAXES if HOS is organized as either an LLC or a corporation?

b. Ignoring self-employment taxes, what are the overall tax rates (combined owner and entity level) if HOS is organized as either an LLC or a corporation?LLC = 30%Corporation = 40.5%

55. Jaron would like to organize TMZ as either an LLC or as a C corporation generating a 6 percent annual before-tax rate of return on a $200,000 investment. Individual and

corporate tax rates are both 40 percent and individual capital gains and dividends tax rates are 10 percent. TMZ will distribute its earnings annually to either its members or shareholders.

a. Ignoring self-employment taxes (and the additional Medicare Tax), how much would Jaron keep after taxes if TMZ is organized as either an LLC or a C corporation?LLC = 7,200C Corp = 6,480

b. Ignoring self-employment taxes (and the additional Medicare Tax), what are the overall tax rates (combined overall and entity level) if TMZ is organized as either an LLC or as a C corporation?LLC = 40%C Corp = 46%

56. Emmy would like to organize PRK as either an LLC or as a C corporation generating a 15 percent annual before-tax rate of return on a $100,000 investment. Individual ordinary rates are 25 percent, corporate rates are 15 percent, and individual capital gains and dividends tax rates are 5 percent. PRK will distribute its earnings annually to either its members or shareholders.

a. Ignoring self-employment taxes, how much would Emmy keep after taxes if PRK is organized as either an LLC or as a C corporation?LLC = $11,250C Corp = 12,112.50

b. Ignoring self-employment taxes, what are the overall tax rates (combined entity and owner level) if PRK is organized as either an LLC or a corporation?LLC = 25%C Corp 19.25%

57. Jerry would like to organize FBC as either an LLC or as a C corporation generating an 8 percent annual before-tax rate of return on a $400,000 investment. Individual and corporate tax rates are both 35 percent and individual capital gains and dividends tax rates are 15 percent. FBC will pay out its after-tax earnings every year to either its members or its shareholders.

a. How much would Jerry keep after taxes if FBC is organized as either an LLC or as a C corporation (ignore self-employment taxes)?LLC = 20,800C Corp = 17,680

b. Ignoring self-employment taxes, what are the overall tax rates (combined owner and entity level) tax rates if FBC is organized as either an LLC or as a C corporation?

58. Taylor would like to organize DRK as either an LLC or as a C corporation generating a 13 percent annual before-tax rate of return on a $250,000 investment. Individual and corporate tax rates are both 30 percent and individual capital gains and dividends tax rates are 5 percent. DRK will distribute its earnings annually to either its members or shareholders.

a. Ignoring self-employment taxes, how much would Taylor keep after taxes if DRK is organized as either an LLC or as a C corporation?LLC = 22,750

b. Ignoring self-employment taxes, what are the overall (combined owner and entity level) tax rates if DRK is organized as either an LLC or as a C corporation?LLC = 30%C Corp = 33.5%

59. Becca would like to organize BMI as either an LLC or as a C corporation generating a 4 percent annual before-tax rate of return on a $450,000 investment. Individual ordinary rates are 28 percent, corporate rates are 15 percent, and individual capital gains and dividends tax rates are 15 percent. BMI will distribute its earnings annually to either its members or shareholders.

a. Ignoring self-employment taxes, how much would Becca keep after taxes if BMI is organized as either a LLC or as a C corporation?LLC = 12,960 C Corp =13,005

b. Ignoring self-employment taxes, what are the overall (combined owner and entity level) tax rates if BMI is organized as either an LLC or as a C corporation?LLC = 28%C Corp = 27.75%

60. SNL corporation, a C corporation, reports $400,000 of taxable income in the current year. SNL's tax rate is 35 percent. Answer the following questions, assuming Keegan, SNL's sole shareholder, has a MARGINAL TAX RATE of 39.6 percent on ordinary income and 20 percent on dividend income.

a. Compute the first level of tax on SNL's taxable income for the year.$260,000

b. Compute the second level of tax on SNL's income assuming that SNL currently distributes all of its after-tax earnings to Keegan. What is the overall (combined owner and entity level) tax rate on SNL's taxable income for the year?221,000

44.75%

61. In the current year, DNS (a C corporation) had taxable income of $600,000 and distributed all of its after-tax earnings to Daniel, its sole shareholder. DNS's tax rate is 38 percent. Assuming Daniels's marginal tax rate on ordinary income is 28 percent and his dividend rate is 15 percent, what is the overall tax rate (combined corporate level and shareholder level) on DNS's $600,000 of taxable income?

62. In its first year of existence, BYC Corporation (a C corporation) reported a loss FOR TAX purposes of ($40,000). How much tax will BYC pay in year 2 if it reports taxable income from operations of $35,000 in year 2 before any loss carryovers?

63. In its first year of existence Aspen Corp. (a C corporation) reported a loss for tax purposes of $50,000. In year 2, it reports a $30,000 loss. For year 3, it reports taxable income from operations of $120,000. How much tax will Aspen Corp. pay for year 3? Consult the CORPORATE TAX RATE table provided to calculate your answer.

6,000

64. For the current year, Creative Designs Inc., a C corporation, reports taxable income of $300,000 before paying salary to Ben the sole shareholder of Creative Designs Inc. (CD). Ben's marginal tax rate on ordinary income is 28 percent and 15 percent on dividend income. Assume CD's tax rate is 39 percent.

a. How much total INCOME TAX will Creative Designs and Ben pay on the $300,000 taxable income for the year if CD doesn't pay any salary to Ben and instead distributes all of its after-tax income to Ben as a dividend? 144,450

b. How much total INCOME TAX will Creative Designs and Ben pay on the $300,000 of income if CD pays Ben a salary of $100,000 and distributes its remaining after-tax earnings to Ben as a dividend?124,300

c. Compare your answer in part a with your answer to part b. Explain why these numbers are different.

65. For the current year, Birch Corporation, a C corporation, reports taxable income of $400,000 before paying salary to its sole shareholder Elaine. Elaine's marginal tax rate on ordinary income is 33 percent and 15 percent on dividend income. If Birch pays Elaine a salary of $200,000 but the IRS determines that Elaine's salary in excess of $100,000 is unreasonable compensation, what is the overall INCOME TAX RATE on Birch's

$400,000 pre-salary income? Assume Birch's tax rate is 35 percent and it always distributes all after-tax earnings to Elaine.41.81%

66. Cali Corp. (a C corporation) projects that it will have taxable income of $250,000 for the year before paying any fringe benefits. Stacey, Cali's sole shareholder, has a MARGINAL TAX RATE of 33 percent on ordinary income and 15 percent on dividend income. Assume Cali's TAX rate is 34 percent.

a. What is the amount of the combined corporate and shareholder level INCOME TAX ON Cali's $250,000 of pre-benefit income if Cali Corp. does not pay out any fringe benefits and distributes all of its after-tax earnings to Stacey?109,750b. What is the amount of the combined corporate and shareholder level INCOME TAX

on Cali's $250,000 of pre-benefit income if Cali Corp. pays Stacey's adoption expenses of $50,000 and the payment is considered to be a qualified fringe benefit? Cali Corp. distributes all of its after-tax earnings to Stacey.87,800

c. What is the amount of the combined corporate and shareholder level INCOME TAX on Cali's $250,000 of pre-benefit income if Cali Corp. pays Stacey's adoption expenses of $50,000 and the payment is considered to be a nonqualified fringe benefit? Cali Corp. distributes all of its after-tax earnings to Stacey.104,300

67. Jamal Corporation, a C corporation, projects that it will have taxable income of $500,000 before incurring any lease expenses. Jamal's tax rate is 34 percent. Ali, Jamal's sole shareholder, has a marginal tax rate of 33 percent on ordinary income and 15 percent on dividend income. Jamal always distributes all of its after-tax earnings to Ali.

a. What is the amount of the combined corporate and shareholder level tax on Jamal Corp.'s $500,000 pre-lease expense income if Jamal Corp. distributes all of its after-tax earnings to its sole shareholder Ali?219,500b. What is the amount of the combined corporate and shareholder level tax on Jamal Corp.'s $500,000 pre-lease expense income if Jamal leases equipment from Ali at a cost of $120,000 for the year?206,420c. What is the amount of the combined corporate and shareholder level tax on Jamal Corp.'s $500,000 pre-lease expense income if Jamal Corp. leases equipment from Ali at a cost of $120,000 for the year but the IRS determines that the fair market value of the lease payments is $80,000?210,780

68. Tuttle Corporation (a C corporation) projects that it will have taxable income for the year of $300,000 before incurring any interest expense. Assume Tuttle's tax rate is 35

percent.

a. What is the amount of the combined corporate and shareholder level tax on the $300,000 of pre-interest expense earnings if Ruth, Tuttle's sole shareholder, lends Tuttle Corporation $100,000 at the beginning of the year, Tuttle pays Ruth $10,000 of interest on the loan (interest is considered to be reasonable), and Tuttle distributes all of its after-tax earnings to Ruth? Assume her ordinary marginal rate is 33 percent and dividend tax rate is 15 percent.133,075

b. Assume the same facts as in part a except that the IRS determines that the fair market value of the interest should be $8,000. What is the amount of the combined corporate and shareholder level tax on Tuttle Corporation's pre-interest expense earnings?133,310

69. Nancy purchased a building and then leased the building to ZML. Nancy is the sole shareholder of ZML. She leased the building to ZML for $2,500 per month. However, the IRS determined that the fair market value of the lease payment should only be $1,500 per month. How would the lease payment be treated with respect to both Nancy and ZML?

1,500 deductible rent expense to ZML and ordinary income to Nancy. The remaining 1000 treated as nondeductible div to ZML and taxable dividend to Nancy.

71. Corporation A owns 10% of Corporation C. The marginal tax rate on non-dividend income for both A and C is 34%. Corporation C earns a total of $200 million before TAXES IN the current year, pays corporate tax on this income and distributes the remainder proportionately to its shareholders as a dividend. In addition, Corporation A owns 20% of partnership P that earns $500 million in the current year. Given this fact pattern, answer the following questions:

a. How much cash from the Corporation C dividend remains after Corporation A pays the tax on the dividend assuming Corporation A is eligible for the 70 percent dividends received deduction?11,853,600

b. If partnership P distributes all of its current year earnings in proportion to the partner's ownership percentages, how much cash from Partnership P does Corporation A have after PAYING TAXES on its share of INCOME from the partnership?

66,000,000c. If you were to replace corporation A with individual A (her MARGINAL TAX RATE on ordinary income is 28% and on qualified dividends is 15%) in the original fact pattern above, how much cash does individual A have from the Corporation C dividend after all taxes assuming the dividends are qualified dividends? Consistent with

the original facts, assume that Corporation C distributes all of its after-TAX income to its shareholders.11,220,000