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The topics and opinions express in the following show are
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solely those of the hosts and their guests and not
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those of W FOURCY Radio. It's employees are affiliates. We
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make no recommendations or endorsements for radio show programs, services,
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or products mentioned on air or on our web. No
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liability explicitor implies shall be extended to W FOURCY Radio
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or it's employees are affiliates. Any questions or comments should
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be directed to those show hosts. Thank you for choosing
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W FOURCY Radio.
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Barry G.
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Fowler EA brings you tax talk for you right here
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on W four CY Radio and talk for TV. As
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an enrolled agent and a national leader in tax resolution
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as well as Trucker bookkeeping and tax planning. With over
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thirty years of experience, Barry will break down taxes, book keeping,
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tax planning, and tax relief for individuals and businesses just
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like you. So let's have some tax talk for you
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with your hosts.
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Barry G.
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Ho Hey, good morning, a great Monday morning. And continuing
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on from a program we just finished with asked the
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Experts and Steve O. Great program. We were talking about
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IRS problems and relief and solutions and do you have
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to talk to the irs if you hire us. All
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those great things that we were talking about there on
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Ask the Experts. So you can go find Ask the
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Experts and see their podcasts iHeart and YouTube and so forth, Spotify.
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I think they're on all the major networks out here,
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but right here on tax Talk for you. You can
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go over to tax Talk the number four LETTERU dot com.
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Follow us over there, never miss an episode. You can
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do that over on Facebook as well. You know, we're
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here to help you today. We're talking about selling your
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business man, you know, as a small business owner, envision
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turning your company, your practice, your storefront into you know,
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maybe the next Walmart or uh, you know, the next
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large firm out there or practice. And uh, you know,
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you've built this business and now you're dreaming of maybe retirement,
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maybe stepping away, and you're looking for that sizable payout
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selling your your business and you know, so you're going
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to be counting on, you know, that money for the
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next stage of your life, you know, retirement, travel, Uh,
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maybe it's a second career, or maybe it's doing the
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next business you want to get into. You know, so
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you've got to take what are all the tax implications
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and selling this business? You know, especially maybe you're getting
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wump sum or maybe you're getting monthly or annual payments
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on this thing. You're owner financing it, and so you know,
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what is your tax liability? What's the best way is
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selling your business? How are you going to reduce these
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god forsaken taxes that you're going to have to pay?
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I mean, you've built this business and now you're getting
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this sizeable payout and selling your business. You know, you
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got to think about this. So you've built this business,
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you're going to sell it for let's say a million dollars.
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What's the tax implications? And it all depends on how
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you're structured, how you're doing the deal, how the bale
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is going to go through, and then what's the tax
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ability on all of this? So you know, let's start
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with you know, hey, if you just were selling this
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business and everything was ordinary income, you could be paying
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up to thirty seven percent tax on this, you know,
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or maybe even adding that two and a half percent
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for medicare on there. So now you're at thirty nine
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or at a half percent. Then you add stay income
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taxes on this.
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Wow?
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Wow? What are you left with at the end of
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the day. Maybe you're paying a broker fee as well,
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let's say ten percent. You know, now, what do you do?
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You know all these things are going to impact your
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bottom line. All these things are going to say to
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you is how much am I going to be left
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with at the end of the day. How can we
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avoid this much in tax? Is this the right time
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to even sell my business? And we had our first
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question here today, Ernie, what if you need time to
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get things in business going, how would you know is
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it a good time to sell. Well, if you need
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time to get things going, you don't have to be
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in a rush to sell your business. We're talking today
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that hey, you're at the point of wanting to sell
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your business. You know, maybe you're tired of doing what
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you do, or you need a new challenge in your
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Maybe you got to the point where, hey, it's not
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a challenge anymore, and you want to move and do
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something different. Maybe you just want to retire and you
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don't want to be working forty sixty eighty hours a
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week keeping your business going and doing the things you
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need to do in business. Those are decisions you have
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to make personal decisions Sometimes it's somebody who just walked
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in the door and made you an offer that you
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just couldn't refuse. You know what if that happened, you know,
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somebody asked me one day, would you sell? Well, somebody
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came in and offered the right price. Everything's for sale,
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almost everything, wife and kids excluded. But you know the
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building that we're in. If somebody came in and offered
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us a price I couldn't refuse, I would sell the
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building that we own. Somebody asked about our ranch. You know,
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everything's for sale at the right price. You know, somebody
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offers you an unbelievable amount of money for it. Is
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it going to be? You know what you want and
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what you need to walk away and then maybe replace
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it with something different or move on to something else,
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or hey, you're just wanting to retire and go Arnold's
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asking if you're thinking about selling and going into something different,
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do you need to sell or shut down or can
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you just restructure and keep the tax identification of the
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current business. Well, Arnold's kind of depends on how you're selling.
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I mean, if you're just going to shut down and
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just say hey, I don't care, it doesn't matter then
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you can just shut down and walk away and close
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the business down. If you're selling the assets of the business. Okay,
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now we're going to talk about how you structure sales
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and the best tax advantages how you do it. But
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if you decide you're going to sell the assets of
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the business and keep the business, Let's say you own
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Maverick Investments and you sell everything off, you can continue
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to use that, maybe change the name if you wanted
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to keep that entity, if you wanted to do that,
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But you may want to just restart and do something
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different with a different name, your choice. That's out there,
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so you can do things that restructure the business and
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keep your employer identification number and keep the current business.
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But if that's the case, then you know you need
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to sit down, talk to your tax person, your lawyer
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and make it make sure it makes all sense for you.
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Now you got that offer that you're going to to
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sell your business, and you're going to accept this offer.
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What's the best structure for you in this business? Because
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you know the total amount of tax that you're going
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to pay depends on how that deal is structured, at
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least legal classification of your entity and how the purchase
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price is allocated across the assets that you've got to
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so you know, you fundamentally you've got to look at
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it this way. If you're looking at the lowest possible tax,
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you're looking at structuring this as a pure sale. So
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if you've got an LLC, you've got a INK, you
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go to sell the company and the company shares. Now
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we're going to make this simple and easy. You're then
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just selling the ownership equity. It is strictly capital gains
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anywhere from fifteen to twenty percent. And this structure, if
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you're selling, is favored by you. Why because you're selling stock,
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just like you're selling excellent stock, or you're selling McDonald's stock,
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or you're selling any other stock you invest in that's
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publicly traded out there. You're selling your interest in the company.
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That's it. They take over the company. So you know,
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if you were selling Joe's widgets ink or Joe's willage,
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it's LLC and you sell the shares. This is going
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to achieve the lowest possible tax out there because you're
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only going to have capital gaine tax on the sale
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of the interest of the business. Now that's favored only
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by sellers. Okay, buyers are not looking to do that,
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because when a buyer buys your business, they buy a
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lot more of the liabilities and everything else the company
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has done over the past. However, many years your company
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has been in existence, and they get no appreciation except
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for the appreciation left on the assets that are in
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the business. So it makes a huge difference to a
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buyer on which way they're going to go. Now, remember
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tax consequences for you as the seller selling the stocks,
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selling the membership interest in YOURLLC is the preferred because
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it does achieve the lowest possible tax on the business,
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and that's what you, as a seller are looking for.
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So you know, you have to look at how this
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is going to be structured, not just from your standpoint,
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but how the buyer is going to be looking for
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at it as well. Now we're going to take a
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short break. When we come back, we're going to take
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a talk about the implications as buying stock as a
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buyer and how it may influence this transaction is going
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to go as well. We'll do that right after.
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We have only scratched the surface of today's show. Please
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stand by as Barry G. Feller we'll be right back
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with tax Talk for you. If you owe the IRS
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or are going through an IRS audit, don't go at
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it alone.
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Called Taxation Solutions tax.
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Relief at eight eight eight nine three zero one zero
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one six. We are your solution for IRS debts, audits,
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back taxes, garnishments leaned and whether you're an individual or business,
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you need a solution and a strong aggressive tax resolution.
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Don't let the IRS walk all over you.
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Stop the IRS now call eight eight eight nine three
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zero one zero one six or go to Taxationsolutions dot
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net now for a free no obligation consultation. Let's get
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back to tax Talk for you with more tax tock
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once again.
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Here's your host, Barry G. Faller Back.
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We had a couple of good questions came in right
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before the break. Pam, you were asking a question about
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starting a new business not knowing what kind of income
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or revenues you're going to have. Should you started as
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an LLC or corporation. Hey, we did a great show
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last week at tax Talk for you about starting a
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new business. Things you need to know about that, So
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if you go to tax Talk the number four letter
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you dot com. You can go over there and see
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and watch the podcast from last week, and you know
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you can also go to iHeart and Spotify and even
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YouTube and see the shows as well. Again, that's tax
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Talk the Number four LETTERU dot com and go find
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last week's episode and see everything about starting a new
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business as as well. But thank you for listening and
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make sure you get over there and see some of
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the other shows that we've got as well. Mandy was
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asking do private companies have stocks, such as an ll C.
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So yes, when you set up your company and going
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through your articles and corporation, they're going to ask you
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how many shares of stock or you know your membership
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interests as in the LLC. Yes, they considered to be
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a stock that should be issued. If you're going through
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a lawyer, they would typically give you a big corporate
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book with stock shares and everything in it. If you're
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an LLC, they usually give you a corporate book and
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give you what is considered shares of membership interest in
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the LLC, and those are what you sell and they
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take over your business now as a buyer. As we
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were talking about before the break, so there are some
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negative things that come with a stock sale or stock purchase.
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If you're the buyer, so you as the owner selling it,
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wants to sell the shares because of the lower rate
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you as a buyer. You usually dislike pure stock sales
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because you hear it all historical liabilities and lose the
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ability to write off asset depreciation. Now, if there's still
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some depreciation in the assets, you can write it off.
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But when you're buying the share, you're buying the shares,
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you're buying the company. When you start buying the assets
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of the business, you now have a depreciable armortizable asset
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out there, which we're going to go through. So one
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of the big things we tell people if we're working
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with the buyer is you want to do a transcript
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analysis on the company you're buying so that you can
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look to see you do they have any liabilities with
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the irs such as payroll liabilities. You don't want to
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inherit those kind of liabilities. Have they filed all their
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tax returns? Is there any penalties that is being assessed
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against the company, because these are things that you're going
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to inherit. Do they have an account's payable? Have they
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paid all their debt? Because if they haven't paid their debt,
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you would be subject to paying that debt. You know,
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you can put some money in scrow just in case
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you have some of these things, but sometimes that seller