The Education of the Quintessential Employee!

My friend of fifty-four years, George, is a very remarkable personIn a recent conversation I had with him, I realized that George defines the “quintessential employee.”  Why? He makes the “quintessential employee” easy to spotJust follow him around when he works.

As George was telling me about his history with his company, he related how the company owner came to visit him unexpectedly to thank him for his service of 29 yearsWhen I asked him why he thought the owner appreciated him, he described for me all the things he did over that period. 

Consequently, what George told me was the definition of the “model key person.” A person that every business owner wants, and needs, in their organization. 

You can spot a model employee in a heartbeat because:

They are the first ones to come to work. They almost never take time offThey volunteer time when needed to cover for others. They learn more than they must and are eager to learn. They are so good at their job (s) you would think that they were the owner. 

Key employees like George are valuable for the owners because, they always make life easier for the ownersKey people bring so much to the table, and are the most valuable asset in a company

Intrinsic rewards examples in the workplace

Below are some intrinsic rewards that may affect your workforce. Fostering these activities and feelings in the work environment could help your team grow and thriveA key person exemplifies these values. 

  • Completing meaningful tasks
    • Letting employees be selective
    • Gaining a sense of competence
    • Making noticeable progress
    • Feeling inspired to be more responsible
    • Being an important part of an organization or team
    • Feeling accomplished
    • Feeling pride

I have frequently suggested to many business owners that they groom talented people in their firms who have the take charge values and attitudes which parallel the owner’s. They normally get it, want it, and can do it. 

A key thing an owner can do is to surround themselves with like-minded and value driven employees and build from there. The key person has the values of the owner, and the key person influences other workers over time. They set the example of the company’s culture and the value of the owner and the company

Two Questions:  

  1. How do you find such a person? 
    1. How do you keep them

Finding is the hard part, keeping is the easy part.

Finding the right person really comes down to the culture which the company portrays to the publicLike Costco or Trader Joe’s, who have the reputation of a wonderful place to work. They continually enhance their reputation of wonderful places to workBy having a well-known culture, companies attract like-minded individualsAlso, having the sense of value, the company can immediately filter applicants who apply for a position. Knowing the company values, is a built-in filter and a screening tool for the company when hiring. Question: “Can this person develop into a key person”And “Does this person have the values that represent this company?”

Small family businesses can build that type of culture by hiring based on value, creating good compensation, benefits, giving respect to workers, positioning them in the right seat, (also taking them out of the seat if it does not fit, and putting them in another seat the is more appropriate), respect for the workers, along with other factors

Retaining employees can be accomplished through benefits, time off, respect, vested benefits, ownership interests, and several other ways

The importance of developing and keeping key people cannot be overlooked

  • Creates more business value
    • Purchasers of a business want to have middle management in place
    • Builds reputation and culture
    • Key people tend to impress other employees as a good example 
    • Key people, as described, are also likely purchasers of the business, or
    • Likely to run the business while the owner enjoys life, but still has the control and wealth

My suggestion to many small business owners over the years has been to find ways to build a key group as quickly as they can and to build the group around the values which the owners have

If you have an interest in learning other ways of keeping your key people, this video will be of value. 

Case Study #3. Corporate Executive Equity Plan (CEEP)

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The Easy Process To Identify and To Solve The Problems!

The Easy Process To Identify and To Solve The Problems!

Excerpts from My book, “Unlocking Your Business DNA”

The One Page Solution!

As we start the process of fixing the problems, they need to be identified. In chapter 1, I discussed how the business owner needs to find their “Business DNA”. Again, this is about focus and asking the right questions, and giving the business owners the amount of time, they need to think it through.

I break down the issues into two categories, BUSINESS GROWTH AND TRANSITION.

Business Growth: Focuses on the business itself such as the strategies needed to grow the business, the systems, the culture, and its employees. It is all about the business future.

Transition: Focuses on the categories that relate to the owners, and the changes they need to make in their personal life because the business is growing.

I keep these categories separate because the issues concerning the business growth are different than the owners transition issues. However, as the business growth changes, it affects the transition of the owners, and vice versa.

It is very important that the business owner is committed to fixing their problems.  If they are not, the first time they have a business roadblock, they will tend to put planning on the back burner.  This is a mistake, because most of the time it does not resurface until there is a crisis.

However, in our planning we do create action plans in small steps. Having a team of advisors working together creates the ability to complete the small steps needed to accomplish our goals.

An Example:

A perfect example was when a company we were working with had plateaued in growth and wanted to create more business growth. When we went through some of the planning questions, I realized the owner had spent no time systemizing their business.

The owner had no documentation of operational systems of his business, but instead it was all in his head. He would delegate the tasks to his employees like a drill sergeant.  He never even thought of the fact that there was no continuity in his business, consequently, if something happened to him, the business would have ended.

I asked him, “could you go on vacation for three months and not check in during that time”?

He looked at me and laughed, replying, “are you kidding this place would fold in seven days.”

I replied, at least you are real, the sad part however is you do not have a business, you have a job. You have a position, a paycheck, and a place to go, but you do not have a business.

He looked at me dazed! But he knew I was right.

The Process Using “One Page Solutions”, will keep everyone on track.

To uncover the issues and problems with the business owner we go over the main subjects called “ONE PAGE SOLUTIONS.”  On any subject there are always a few directions in which the business owner can go. We discuss them and analyze what are the most important subjects the business owner needs to deal with currently. “THE ONE PAGE SOLUTIONS” ARE LISTED BELOW.

Each Subject has a few sub-topics we review with the owners. As we DISCUSS the One Page Solutions, we find the strategies which will solve the issues. Once we are done with the subject, we move on to the next One Page Solution, if any.

THE FOCUS AREAS of the “One Page Solution” ARE:

1-Sale of Business (outside)/ Evaluation Methods/Timing

2- Inside Transition (Family, Co-Owners, or Key Employee/s)

3-Passive Ownership- Owner wants to still run the business, but take long trips

4-Retirement; defining and preparing

5-Wealth Accumulation & Asset Protection (both in and out of the business)

6-Premature Death- Consequences

7- Estate Distribution- updating

8- Life Insurance Contracts and Benefits

9-Legacy Planning / Management of Legacy

10-Disability and Illness, Medicare, and Medicaid

11-Key Employee Retention- and Creating A Culture

12-Key Employee Owner’s Manual- systematically creating company manual, business coaching, marketing proceedures

13-Corporate Benefits and Retirement- cost and efficiency

14-Qualified Plans and Personal Liabilities- Executive Compensation

15-Family Relationships/Employee Relationships/Human Resource

We helped a business owner recently with the problem of not having business growth over a prolonged period of time.  The solution was to put in place strategies that would create transferable values for the future.

They included things like creating key group, documentation, standard procedure, diversification, and growth strategies.

In this case we realized this will take some time to implement. The owner was under no delusion that this will be done in one year. Most importantly the owner started the process. A few years from now he will see the outcomes in all its glory. Because we have experts in our toolbox, we shared our professional advisors with our client for coaching purposes, and education.

Besides implementing a few systems, they will also do a business appraisal every two years. Over a period, this will help them evaluate the growth of their company by implementing the systems suggested.

By doing this the company could allow for better planning in the future, and adjust the path towards financial security, and business growth.

One of the key elements to helping Business owners solve problems is to also identify the roadblocks. This eliminates the surprise factor should our implementation strategy not go as planned. In one of our planning agendas, we discuss these roadblocks and try to define the subsequent issues and challenges in the future.

What is extremely important in this process is that it makes the owner aware of any potential issues they must have to deal with in the future and stay ahead of the problem curve.

Over the years what has been extremely helpful has been the communication with the team. Again, these are the client’s advisors that may or may not have been in place before we started planning. Since we update the team regularly, we are often given new advice that has been helpful in forecasting future events in the business.

We normally would not have this knowledge if we did not have the team of advisors in communication. This is one of the biggest advantages of working with the team and having periodic reviews.

We have been successful helping business owners work on their business to get issues resolved and to focus on details. We use a One-Hour a month system for the business owner to do this.  This allows the business owner the brevity they want, but also, gives them quality time to organize the details of their business. Through our step-by-step system, we help business owner cover all the key issues that are needed to cover to run your business smoothly, take more time off, earn more money and just enjoy working and life much better.  

If you would like a FREE WHITE PAPER called “Your Business Essential” which will help you organize your business, CLICK THE LINK BELOW, download the white paper. This is a 128-page guide in business planning Your Free. When you click submit on the form, your file will immediately download.  Enjoy. 

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You can purchase of “Unlocking Your Business DNA”, AT Amazon. All profits to to Wounded Warrior Foundation and other Veteran groups.

Financial Leaks

If You Had a Financial Leak in Your Financial System, And It Was Going to Bust Your Financial Pipes and Bankrupt You, When Would You Want to Know About It?

Financial mistakes are made every day by many business owners without them realizing they cause leaks in their long-term plans until it is too late. 

This happened to my family 52 years ago. Because of it, I saw the devastation up close and personal. Obviously, I was so passionate about “financial mistakes,” I authored a book about it, and started a podcast to help business owners avoid making mistakes that resulted in major leaks in their lives.[i]

Many, if not most, business owners totally ignore the red flags which indicate the leaks, but go unattended, which ultimately break the pipes of the financial world of the business owner, leading to a swift exit from their businesses, and or bankruptcy. 

Having worked with business owners for many years, I have been up close and personal, to witness some of these financial mistakes. 

I am going to list several of them with the hopes they will make you more aware of the red flags when you see them. 

Mistakes and Leaks

#1. Depending on your Accountant and your Attorney for your long-term planning. 

Business owners assume by having an accountant and/ or a lawyer, they will be up to date on all the tax laws that affect them. False! Most CPAs and accountants provide specialized services and do them well. Accountant’s record history and put out tax fires if your mistake is fixable. Very few are trained in financial planning, or in-depth planning. If they are, they do not usually file tax returns for people, they are in another area of planning. 

Attorneys will keep you from doing things that may be illegal or ill-advised and create an unlawful situation in your personal and business life. They are not in the planning business, but normally in the reaction business. 

However, you may find an attorney who is proactive in planning, and looks at the whole picture, not only from the documents needed to fulfill your wishes, but also to the financial side of the equation. What good is it to have the greatest documents $10,000 can buy, but there isn’t enough cash in the estate to pay the taxes, or keep the survivors in the lifestyle you wanted them in?

#2. Not getting a certified evaluation of your business periodically. Instead, relying on formulas and fixed price values. 

If you think you know the value of your company all you need to do is look at the IRS cases where they have refuted the valuation the estate put on the business in tax court, and you will realize there is more to establishing a value on your company then just general formula.   Just because your competitor tells you they can sell their “like kind” business for 10 x earnings, doesn’t mean you can. Every business is different in its makeup and the way it is run. Consequently, so are the valuations.  I have been told by my clients;” they are using what the “association” uses for their members”? What? Do not drink the cool aid, use a certified appraiser for your appraisal and save yourself a lot of angst. 

#3. Not taking advantage of your company’s cash flow to create “executive compensation” benefits for you and your family. 

By not doing so, you are missing one of the greatest benefits your company can give to you. Your company checkbook can do much more for you and your family than your personal check book, and it is much more tax efficient. You can create a tax-free income for retirement on a fraction of the tax cost of what a pension plan would cost. Also, most of the executive benefits are not regulated by the IRS, giving you much more freedom as to how much you can save, and how long. 

#4. Not delegating responsibilities in your company. 

By not delegating tasks, you are depressing the future value of your company’s true selling price. Purchasers do not want you; they want a viable key group that knows how to run the business. By not delegating, you do not develop the key group, and potential employees that think like an owner, which is an asset for business’ growth and value. 

#5. Not systemizing the business and journalizing the systems. 

Having systems in your company, along with documentation creates a much higher purchase price of the business. A purchaser finds greater value by having a ready-made system which drives the running of your business. Systems and documentation must go together. 

#6. Not taking the time to plan your estate and incorporate your business planning. 

Who gets what, and when? What will it cost to transfer property to your family? What are the things you can do to mitigate the tax bite? Estate taxes are voluntary, and it is only the people who do not plan, who pay large taxes and estate fees. Are the family members ready to run a business? Who will run the business? These are only a few of the many questions business owners should be asking themselves. These are the areas an astute and excellent planner would ask questions about. The type of planning you do, will depend on your family, business, and estate situation. Without this type of planning, great financial pain and disruption in the business and the family can occur. 

#7. Not having an up-to-date transition and succession plan.

What will happen to your business when you retire, have a long-term illness, die, or just need to leave? What do you want to happen to it? Without a thought-out plan, there is a financial mistake and a financial leak. Since your business may make up most of your wealth, without a succession plan, you jeopardize the future value of the business along with the future financial security of the family and your loved ones. 

#8. Not having records of your business and your estate organized for your family should you die

You are not around, what did you want to happen to the estate and the business? Without instructions, the estate is lost as to what you wanted to happen to your business. Without instructions they do not have the permission to continue the business, pay certain bills, keep employees. At the very least, this is an area which you should have communication with your family, and documentation of instructions. 

#9. Not having a “Plan B transition,” when you have not completed a Plan A

So many business owners talk about having a plan of transition and succession, but never get around to getting it done. In this case you are better off having some plan, rather than not having any plan. This is the Plan B: “The JUST IN CASE PLAN.”  This is the plan that comes into effect if you were killed in a car accident on the way home from a party, but you did not have any formal plan, because all the unsigned papers were in your top drawer in your office, for the last three years, PLAN. GET my drift? 

#10. Having most of your sales come from only a few clients

Happens more than you can imagine, and you need to be aware of it. If this is the case, start acquiring more clients. The reasons are obvious. If you have more than 10% of your sales coming from one area, you should start acquiring more clients. What happens if that customer finds a better provider with lower prices? What happens if they are aware that you are dependent on their business? Again, it is obvious that this can be a problem if not changed. 

#11. Your professional advisors should be working as a team with each other for your benefit. 

In my book I discuss one of the best tools I used in planning for the business owners, which was having a periodic meeting with the other advisors to keep them in the loop. The benefit was to learn what they were doing for the owner, and to communicate to them, what I was doing. It helped to avoid overlapping. Also, I found that some of the members knew more about the owner’s likes and dislikes, which helped us understand their thinking, allowing the team to produce solutions that made sense and were workable. Ask yourself, how many times have all your professional advisors sat down in a room together to discuss your challenges and your dreams?

#12. Not sharing you planning with your spouse

It certainly makes it much easier when both spouses are on the same financial page. One of you will be the end user of your estate assets and it would be best for all parties to know what the long-range thinking is. Have a spousal business discussion periodically. It really helps. 

#13. Having the wrong type of business structure currently in your business career

Many times, the business structure you started with, is not the structure you should have currently. Over time, the business grows and outgrows the same business structure you started with. It could be another type of structure would be more effective for your current financial situation. I see many companies who should be an S corporation now, but have stayed in the original structure, only to pay more payroll taxes than they need too. The type of business structure you will use, is driven by tax planning and protection. It pays to discuss this aspect of your business as it may provide better protection and save taxes. Your accountant can guide you. 

#14. Not having a Buy and Sell Agreement/Business succession agreement. What is going to happen to the business at your death, or one of the seven triggers. 

You have a Buy and Sell Agreement (BSA); however, the agreement doesn’t discuss the funding of a triggering event. For example, if a partner died, life insurance would be the best choice to fund this triggering event because it would be the least expensive. However, other triggers, such as divorce, termination, bankruptcy, do not have vehicles to fund the event. The BSA must address how they will be funded? Many BSA do not address the funding of a particular trigger. Will there be a loan, a note, cash flow? It is best to discuss these areas while all the parties are living and involved. Keep in mind, that the BSA is a contract, and the parties of the agreement are liable for the payments to be made. 

#15. Not taking advantage of the income tax laws which allow you to spread some of the benefits to lower taxpayers in your family. 

Have your kids work for you and earn a salary? That salary will be at a lower cost and could be part of the funding for their college. Or changing your business structure to save taxes. As an example, becoming a S-Corp and taking a lower salary to avoid payroll taxes. There are many areas of the income tax law that favor family participation where there is a shifting of tax obligations. Your accountant would be a great resource to discuss this with. 

#16. Not taking adequate time away from your business. 

In my book (Unlocking Your Business DNA), I wrote about taking much more time off from your business. There are so many reasons to consider this. For example, I worked 80 days a year seeing clients. The other days, I worked on the business, but did not see clients, and this gave me more time freedom. This allows for more creative thinking, less stress, better family and employee relationships, and a host of other benefits. Many business owners can design this type of arrangement when they consider delegating and implementing systems in their business. This is also important for at least two reasons:  1-Employees can learn how to think like owners. 2- By taking time off you start to create great ideas for the growth of your business and help enhance your qualify of life. I call this the ideal business and personal lifestyle. 

One minute Survey assessment tool get your free Business Assessment using the One-Minute Assessment Tool. This tool will help you uncover potential mistakes and financial leaks you don’t even exists.  When you don’t know they may exist, you don’t have the choices of resolving them, or ignoring them like other KNOW MISTAKES.  This tool will do three things: 

  1. Make you aware of your current planning to this point good or bad!
  2. Make you aware of the financial mistakes planning we do.
  3. Help you formulate questions you may want to discuss

 CLICK HERE. For your One-Minute Survey


[i]“Unlocking Your Business DNA”, Thomas J. Perrone, CLU, CIC – AMAZON

Consequences Of Not Creating A Buy and sell agreement!

Part 2 

BY Thomas J. Perrone, CLU, CIC 

S Corporations enjoy the advantages of limited liability, transferability of ownership and professional business operation and management. The S Corporation is taxed similarly to a partnership, as it is a pass through to the shareholders.  

The C Corporation is taxed at the Corporation level first. When the C Corporation is profitable and generates taxable profits. When profits are distributed to the individual shareholder it is taxed again when dividends are received by the shareholder.  

You will find S Corporations normally when the individual rates are lower than the Corporation rates. Also, losses in the S Corporation shareholders may benefit, by deduction, the losses on their individual tax returns.  

S Corporation requirement 

  • No more than 100 shareholders- members of family are considered one shareholder 
  • Must be a domestic corporation 
  • Only individuals, a decedent’s estate, estate of individuals in bankruptcy, and certain trusts are eligible shareholders of s Corporation 
  • No shareholder can be a nonresident alien 
  • One class of stock (different voting rights are allowed) 

Basis and S Corporation 

There is only one level of taxation in the S Corporation. That is at the shareholder’s level.  

If the shareholders basis exceeds the distribution, the shareholder usually will not be taxed when they receive the distribution.  

If the S Corporation has never filed as a C Corporation and has no retained earnings or profits, distributions received by an s Corporation shareholder are not subject to income tax if the distribution does not exceed the shareholder’s basis. Consequently, the larger the basis the greater amount of distribution can be taken tax-free.  

Quick overview of Basis 

  • nontaxable distributions of previously taxed income 
  • income distributed in the same year in which it was earned 
  • losses 
  • nondeductible expenditures such as life insurance expenses 

Keep in mind that the adjustments to shareholder basis is an ongoing procedure and will vary from their initial contribution to, or investment in, the Corporation. Usually, a service corporation will have a low basis because of the low initial investment made in these types of businesses.  

Life insurance to fund the Buy and Sell Agreement 

Life Insurance can have several advantages for S Corporations in a buy-sell agreement.  

A nondeductible expenditure such as life insurance premiums decreases a shareholders’ basis in an S Corporation. The cash value policy can help offset, eliminate, this adverse situation.  

Life insurance cash value helps offset the premium charged to the capital account. The cash value offsets the premium paid so that the decrease to the capital account is offset by the cash value of the policy.  

 As an example, if the premiums are $15,000 and the cash value increases by $12,000, then only $3,000 is charged to the capital account reducing the basis of the stockholder by $3,000. As opposed to having a term insurance policy with a premium of $4,000. The permanent coverage will have less effect on the basis reduction of the stockholder than the lower term insurance premium.  

Over a longer period, there will be in increase over the premium, consequently eliminating the basis reduction. In the term insurance scenario, the reduction of cost basis will continue. In some cases where the term must be renewed, or the term has an increasing premium, the lowering of the basis can be substantial.  

Death benefit and basis 

If the life insurance is set up as a redemption basis, it is possible to plan for an increase in basis for the remaining stockholders, by using a promissory note for the deceased stockholder before settling the life insurance claim. Since the death benefit is tax free income, it will increase the basis. Example:  there are three stockholders, A dies. Instead of making the claim on the life insurance, A is bought out using a short-term promissory note. Once completed, the death claim is filed, and proceeds will come in tax free for the remaining stockholders which will increase their basis. If the death benefit were used for the decedent, there would have been a wasting of the basis since the decedent’s estate would normally receive a stepped-up cost basis.  

Stock Redemption in S Corporation 

The buy and sell agreement are between the stockholders and the Corporation. The S Corporation owns the policy on the stockholders and is the beneficiary of the policy. Death proceeds to the Corporation are tax free and increase the basis of the stockholders. A big advantage to arranging the buy and sell agreement under an S Corporation is avoiding the alternative minimum taxes and the loss of basis found in a C Corporation.  

Cross Purchase buy and sell in s Corporation  

The arrangement all owners of a business agree upon in advance to purchase proportionate shares of the decedent shareholder’s interest. Each stockholder would own life insurance on the other stockholder(s) and be the beneficiary.  

  • Life insurance premium is a nondeductible personal expense 
  • Shareholders receive the death benefit federal income tax-free 
  • The surviving stockholder uses the funds to purchase the stock, which will increase the basis of their holdings, by the amount purchased.  

Some key issues:  

Section 318 Attribution Rules  

In a C Corporation, attributions can be avoided for tax purposes by arranging the buy and sell agreement under a Cross Purchase. Since the Corporation is not redeeming the stock, and it is the stockholder, attribution and the treatment of the redemption being treated like a dividend distribution is avoided.  

In an S Corporation, if the S Corporation does not have retained earnings or profits , it will have the same tax result as if the shares were sold or exchanged, allowing the shareholder to recover their basis tax-free, with any amounts exceeding. Basis being treated as capital gains.  

 A poorly structured buy-sell agreement could result in the loss of S Corporation status, as well as the possibility of increasing the surviving shareholder’s tax burden on future distributions from, or on, the sale of the S Corporation. However, there are some great advantages of setting up a proper buy-sell agreement which can be even greater advantages than those available to C Corporations.  

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Conclusion: 

The S corporation can be a great tool for many business owners as a corporate structure. A Buy and Sell Agreement must be carefully considered and drafted with consideration of avoiding the loss of an S Corporation Election.  

The Key To Creating Value in Your The Key To Creating Value in Your Company

In Chapter 4 of my book, “Unlocking Your Business DNA”, I discuss your key group. I discussed the up side  and the downside of having a key group. 

First, the upside is nothing but good stuff.  Having a key person or group is one of the value drivers which add great value to your business, add profits, frees up your time, and allows you to enjoy your business life more.  Also, they can become the future purchaser of your company. 

The key person or group only becomes bad when the owners don’t pay attention.  They don’t protect themselves from the possibility of being held hostage in the future.  The case study is worth reading as it happens all the time to unsuspecting owners.  

In the case discussed, I pointed out the problems, but also gave some possible solutions where everyone is happy.  

This is a key chapter to read to make sure you don’t make the mistake our client did.  

   If you wish to discuss creating a “Destiny Plan” with me, or discuss general questions about your business’ Key Business and Financial Elements, CLICK  BELOW to arrange a mutually convenient 15 minute discussion.       LET’S DISCUSS “DESTINY PLANNING”  ALSO, if you would like to email me your questions, please do;  tperrone@necgginc.comsubject:  QUESTION 

How The Buy-Sell Agreement Fits Within the Scope of An S Corporation!  

Part 1 

BY Thomas J. Perrone, CLU, CIC 

Normally, a business makes up a substantial portion of the owners’ net worth. Many business owners do not think about what will happen to their business in the event of their death or a life changing event (trigger).  

This article will focus on why a buy and sell is an important document, one of the most important you will need. 

We will also discuss the buy and sell agreement in the context of an S Corporation since S Corporations are extremely popular. 1 

Consequences of not creating a buy-sell Plan.  

  • Stress on the business’ cash flow or credit line having to purchase the decedents owner’s interest  
  • Unqualified and instability with employees running the company 
  • Disagreements and conflict among heirs increasing administration time and costs 
  • Lack of a market for business which may potentially represent a significant value in the estate 
  • Suppressed value much below fair market value to raise cash for estate needs 
  • Termination of the business 
  • Instability amount employees and creditors 
  • Lack of liquidity to pay estate taxes and other administration costs 
  • Stream of income to remaining family members from the business is lost 
  • Valuation disagreements and IRS litigation 
  • Nightmares of not having a Buy and Sell agreement in a S Corporation! Loss of eligibility as a S Corporation resulting in involuntary termination of the S. Corporation status 
  • Most transfers to entities such as partnership, Corporation and most trusts are prohibited transfers 
  • A termination of S Corporation status will cause the Corporation to be taxed as a C Corporation as of the day of termination creating income tax consequences to the shareholders.  
  • Corporation, which is terminated, must wait five years before making a new S Corporation election, resulting in Corporation being taxed on its net profits for five years.  
  • The surviving shareholder could face additional tax burdens on future ongoing Corporation distribution and on those made upon the sale of the Corporation 

Funding the buy and sell agreement is always a challenge to companies, because it comes down to four ways of funding a triggering event 

  1. Borrowing money from the bank 
  1. Using cash flow out of the business 
  1. Life insurance death benefit 
  1. Cash  

When you compare the costs of funding the buy and sell agreement, life insurance will be the least expensive by a long shot, in most cases, especially, based on a death trigger.  

Other triggers, like divorce, sudden removal from the firm, voluntary and non-voluntary removal from the firm, bankruptcy, and disability are triggers where there is not a death benefit being paid, but money is needed. In these cases, a promissory note may be used in conjunction with a term payout, or installment loan payout.  

However, the cash buildup of a life insurance policy could be used as a funding vehicle especially if the policy has been in force for many years.  

In Part 2 we will investigate how the buy and sell agreement fits within the scope of an S Corporation.  

FREE REPORT “Jones Business Planning and Succession Report” ASK FOR REPORT R3 

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Creating Great Personal Wealth With Your Business Income!

In my planning with many companies over the years, I realize that many business owners are not using the corporate cash flow to create wealth outside of the business. Normally they are using their after-tax dollars to buy financial products to create a benefit for them personally.

Many of the business owners feel they need to put all their current dollars into the business. This is a mistake! The reason this is a mistake is the business equity can get tied up just like a home-equity can. At a time when the business owner needs his business equity the most, is usually at a time when he cannot get it out for one reason or another. Business equity is not very liquid as it is tied up in receivables, loans, inventory, and the like. By putting too much of the business owner’s wealth in the business, they are risking the loss of it in the future, or the very least, the ability for its use for some major cost.

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Owning a business creates opportunities to use the corporate dollars to create personal wealth outside the business. I call these benefits executive compensation. Normally you can arrange executive compensation programs to be highly effective and efficient tax wise. The corporate dollar can do more for you than the owner could do on their own personal dollar. We have many programs where the corporation is taking a deduction and creating wealth for the owner and their family which is positioned outside of the business.

Below is a project we worked on which shows the value of the corporate cash flow. The names of been changed to protect the innocent, but the case history explains how effective using your corporation cash flow to create wealth outside of your company!

The Case Of Joey Bag Of Donuts

This is the case of Joey Bag of Donuts and his pursuit of keeping wealth outside of his business.  You see, over the years working with Joey Bag of Donuts we told him that leaving too much of his wealth in the business can be problematic, especially when the time came that he needed to exit his business.  He heard me tell him many times, that someday he will leave his business by either a death, disability, or retirement_, and taking the wealth with you when you need it the most, can be a problem, if you do not have the right exit strategy. _

There are many reasons wealth gets lost in a business when it is sold.  It can range from bad planning to bad luck, but Joey Bag of Donuts always remembered to keep as much of his personal wealth outside of the business as possible.  Therefore, he purchased his company building and put it in a separate LLC.  Joey Bag of Donuts also believes in putting as much of his income into the company pension plan. Again, this plan is outside of the business.

We also taught him to have his company support whatever it can legally towards his personal lifestyle.  For example, his cars, gas, some entertainment, health insurance, retirement, and other things are paid for through the company.

Joey Bag of Donuts wanted to put more money away for himself and his family’s future, but did not want to use his own funds, so why not have the company support more retirement contributions?

He already had a profit-sharing plan, and he was sharing company contributions with his employees.

We decided that a non-regulated plan was the best way to go, so we developed a plan for only him.  The plan is a combination of two concepts.  We call this the CEEP PLAN (CORPORATE EXECUTIVE EQUITY PLAN).

The plan is a discriminatory plan, so Joey Bag of Donuts can pick himself or anyone else he wants, unlike a profit sharing or 401k plan, which is a regulated plan.

THE PLAN: As you can see, the company made all the contributions, and took the deductions for them.  Joey Bag of Donuts was the sole participant of the plan. His cost was “0” out of pocket and he ends up with almost $800,000 of cash at retirement.  He also could turn the cash into a tax-free income stream.  In this case it was $67,500 tax-free income. The stream of income is worth more than $1,215,000.  Along with that he has a death benefit of $2,300,000 payable to his family tax-free.

THE BOTTOM LINE: Joey Bag of Donuts gets retirement income using corporate funds.  All the contributions can be applied to just his account.  He also has the use of the account before retirement, like a “family bank,” along with the ability to withdraw funds tax-free.[1]  There would be no 10% penalty if withdrawn before 59 ½.

THE RESTRICTED PLAN: The “Restricted Plan” relates to an employee of the company that the owner wants to make a “A key person To Hold onto Forever.”  This is a terrific way of giving someone a benefit with a vesting schedule, so they stay longer.

Summary: If you own a company and are not taking advantage of the CEEP program, you are missing one of the genuinely great executive benefits available to you as a business owner.  The plan is flexible so you can design it to your needs.

OVERVIEW OF THE PLAN (Summary):[i]  Type of Model: CEEP

EMPLOYER

Yearly Premium Payment:  $25,000

Yearly Net Cost:  $17,500

Total Gross Premium to Retirement: $675,000

Total Net. Premiums to Retirement: $472,500

Total Loans:

For Tax Costs: $202,500

For Interest Costs:  $112,003

Net Cost of Loans: $314,503

If Loan Forgiven, Net cost:  $220,152

EMPLOYEE

Annual Average Interests: $4,148.25

Loan Payoff AT Retirement:[2]  $314,503

Net Cost:  0 (all funding came from Ajax Company)

AT RETIREMENT:

Rollout Amount:  $94,350.83

Tax Cost on Forgiveness of loan[3]:  $94,350.83

Net Cost to Mr. Joey Bag Of Donuts

ll :  0 cost out of pocket[ii]

Cash Value in policy after rollout/forgiveness:  $793,4 29

Death Benefit After Rollout: $2,306,317

Tax-Free Retirement Yearly Income: $67,500

Equivalent Pretax Payout Before Taxes:   $96,429

Years of Retirement Income:18

Total Retirement Income:  $1,215,000

All and all, not a bad arrangement.

[1] Fund in excess of the collateralized amount.

[2] Funds are withdrawn from policy tax-free, results are “0” cost to Mr. Joey Bag Of Donuts

[3] Fund come from policy tax-free.

[i]This is only a summary of the illustration attached to this book.  The illustration is a hypothetical model of how the policy would work.

[ii] This is a fully funded Employer plan. There is “0” cost out of pocket for Mr. Joey Bag Of Donuts

For a free repot on creating Wealth Without Taxes, CLICK HERE! REQUEST R2 REPORT
This report will discuss the methods which will allow your business to use its cash flow to create wealth for you outside your business at the most tax effective way of creating wealth. Executive Compensation CEEP planning is more tax effective than a 401k, 403b, or any other pension and retirement plan. 

As a business owner you have the opportunity to create an amazing amount of wealth with little tax cost. Start with the report and find out how you can create your wealth and your financial security for the future. 

Tax Effective Strategies For RETIREMENT PHASE 2

In the Phase one report I discussed why only focusing on the accumulation stage of retirement could be a big mistake.  I emphasized the need for tax diversification in retirement to create the largest after-tax spendable dollar to help maintain your lifestyle when you retire.   

I have seen where people have allocated  their investments in categories relating to the type of tax structure the investment has, and then positioning the category to a timing of when to start taking the withdrawals from the category.  Here are the categories:  

Type of Category Contributions Type of Growth Distribution 
Equities After Tax Tax Deferred Growth Taxable 
Taxable Income After Tax Taxable Growth Taxable 
Tax Free Income After Tax Tax Deferred Tax Free 
Tax Qualified Pre Tax Tax Deferred Fully Taxable 

One method of distribution would be to defer the withdrawal from accounts that are tax deferrable, to grow the value for as long as possible.  As you can see in the chart above, most of the accounts are tax deferred.  However equities, if they are individual stock, may be tax deferred when outside a 401k or IRA, only to be taxed when they are sold.  They may have taxable dividends yearly which would be taxable.  Equities could also be personally purchased mutual funds which are taxable, and in many cases are not the type of account where you can control the timing of the tax exposure.   

One strategy would be to use the taxable income plans first to give the other plans the opportunity to grow through tax-deferment.   Or, we have seen where clients pull out their taxable income from the investments and supplement the balance with tax-free income plans from life insurance or the Roth IRA.   

Other Distribution Methods 

One might consider taking the taxable income category first since the income is taxable.  The 2nd category may be the qualified plan money since that is 100% taxable. The 3rd category may be the equities which are taxed less than then category 1, 2, and are taxed on a capital gain basis. The last category would be tax-free because, the assets can grow tax-deferred over a longer period, and then give off a tax-free income, normally when more income is needed (purchase power and time), and all income would be tax-free.   

Sometimes you need to withdraw income from two or more categories for reasons.  For example, let’s say you are now receiving social security, but you are also receiving taxable income from your mutual funds, but you don’t want to create more taxable income which may disqualify you from some potential benefit.  Or by receiving more taxable income, your social security tax liability will jump from 50% to 85%.   

A consideration under that situation would be to withdraw tax-free income to support the needed income without causing an increase in taxes.  Another need may be to qualify for housing benefits like freezing property assessments.  Tax-free income may be the only way to qualify. 

Qualified plans such as 401k, 403b and IRAs, are the most heavily taxed.     Most people deposit their retirement savings into company plans since they are readily available through their employer.  Very rarely are employees educated as to the tax exposure of the account when they retire, and many are surprised at the taxes they have to pay on the withdrawals.  

In my planning, I use quadrants, I call my system, the “Asset Cycle Portfolio” and make the qualified retirement plan and IRAs the main generator of income.   

I suggest to our clients that they  defer the tax- free income plans, but I do let our clients know that the plans are a great place to grab money for the  support of their larger purchases such as cars, second homes, and other items.   

By using the tax-free life insurance plans, or Roth plans, they avoid paying tax today, and can defer the other accounts.  I like the idea of the “family bank”, using the life insurance, as you can withdraw the money tax-free, and then replace the funds.  I find this a great vehicle with great flexibility for life’s changes.   

It is not uncommon for our clients to finance their new cars using tax-free cash value and pay the loan back at an assumed low rate which they set.  By repaying the loan just like they would if it were a bank, they create the ability to reloan in the future the same money.   

For example, I have a client who purchased their high-end vehicle at the end of the lease by loaning his consulting firm the money to buy out the car.  His firm now has to pay him back over five years at 3%.  He will make about $3,000 in interest earnings, plus his company can take the tax-deduction on the interest of the loan paid to him. 

The big picture 

It’s more important to invest in different categories of assets to have the ability to develop a tax wise strategy when you retire, as opposed to a one demension investment strategy.  By doing so, you can take advantage of tax laws, eliminate unnecessary taxes, and create family banks with effective tax leveraging.   

For more informtion on how to use Tax-Free Life Insurance, request my FREE WHITE PAPER, “Wealth Without Taxes”  

Planning For Retirement Using Investment And Income Tax Strategies (Part 1)

Planning for retirement and accumulating money for that future event is important for many people.  Their concern is to make sure they have enough capital to turn into cash and use as an income payment.  Another consideration is to make sure they don’t outlive their income, as their retirement could last longer than their working career.  

Many retirees will require a substantial amount of capital to provide the income needed to maintain their retirement lifestyle.   Most of the capital is focused on retirement programs, such as 401k/403b, IRAs, and other company sponsored plans.  

The focus is on saving and investing during the accumulation stage, picking investments that compliment what they think will create the capital needed at their target retirement date.  Because of this mindset I find that many people are putting their assets in one investment basket strategy.   By only thinking about an accumulation strategy, they are missing the mark on “net spendable income”, the true driver of their standard of living. They also need to also consider tax diversification strategy in order to accomplish the desired result.  

When people “cash out” at retirement for income, they are surprised to hear their qualified company plan is taxed at 100% of every dollar withdrawn, and that they are forced to take the money (through Required Minimum Distribution). They received a tax deduction on their contribution, which is a very small part of the total retirement pie.  Taxes are the single most expensive part of your retirement, and the component that is planed for the least. 

When consulting with our clients, we suggest they plan the two strategies in conjunction with each other.

  1. The accumulation of assets through investment or “The What”. Such as funds or accounts they wish to invest in.   
  2. The tax ramification of the investments– this is the “The Where”.  Such as IRA, 401, ANNUITY, LIFE INSURANCE – OR THE TAX RAMIFICATION, and the tax effects of each of them. 

There are two risks, investment risk, and tax risk which will erode your retirement nest egg.  

As you plan your retirement and investment you should think about the following: :

a. Diversification of the investments, this is called asset allocation. The purpose of this is to avoid as much risk as possible, while attempting to gain a consistent rate of return. 

b. Income tax diversification:  this is the “where” you have your funds and how will they be taxed when they are turned into cash. 

Taxes are unavoidable and income tax rates change. The assumption is they will be higher than now because Uncle Sam is always looking for more revenue, and normally the higher income earners foot the bill. 

With some of the products of today, you can minimize taxes, and in situations eliminate them altogether. 

When people invest in high taxable investments they have  no options when they distribute the funds to provide an income, they end up paying much more in taxes than if they had a strategy. 

 Part of our strategy is to have our clients recognize the consequences of putting all their assets in “one basket” for income purposes. They need the knowledge of how an investment can be “tax wise”, allowing them to blend their strategies for a lower net tax result.  

An example:  Sam grows his 401k to $600,000.  He can take income from the 401k of $44,149 a year for 20 years, assuming 4% ROI. The tax rate is 33% (state and Federal) as he has a pension and rental income, and his wife has a payout.  By having all of his assets in a taxable account, he will pay $14,569, for a net of $29,579. 

However, if he did some planning, he could have deposited money in a more efficient tax account where the payout would be tax free.  Let us say Sam invested enough money to provide $29,579 in his 401K AND he put the extra in his specially designed 7702 life insurance policy which gave him $14,569 tax free income.  Sam would only pay the taxes on the $29,579 or $9761, $4807 less in taxes.

Observation: 

Because most of the money was in a qualified plan (401k), Sam didn’t have the option of creating tax-free income. He could have converted some of the money to a Roth, however, he would have had a tax liability.  

Tax-strategy planning: is most important to retirees who will have to replace their income in the future. Diversification of retirement assets gives the retiree the option of deciding when the best time to sell, exchange, liquidate or annuitize asset classes.  

Reasons why income tax diversification is important

  1. Retirement can last a long time- in some cases longer than you have worked
  2. Limited working ability 
  3. Investments fluctuate in value
  4. The law changes over time- consequently so do tax rates

Income taxes have the greatest impact on your income, so it’s not as important as to the value of the asset as much as the tax structure of the payout of the asset.  

A cash rich life insurance policy may not grow as great as a mutual fund given the same amount of contribution over time.  However, when income is taken from the policy, it is tax-free.  The mutual fund withdrawal is taxed in some form, either partially, or 100%, depending on the where it was invested (IRA or personal holdings). Consequently, you don’t need as much value in the life insurance to give more tax-free income then the after-tax income from the investment.  

There are five ways to purchase retirement funds

  1. Personally
  2. Roth IRA Individually or through 401k Roth
  3. IRA – tax deduction
  4. Investment in a sub-account inside a variable annuity
  5. Life insurance variable, indexed or permanent

Some types of investment can be tax differently depending on where you purchased them. Life insurance and Roth accounts can create tax-free withdrawals.  

An IRA is 100% taxed upon withdrawal, the same as a qualified pension plan, 401k, 403b. 

Personal investments are partially tax-free(basis), while the other parts of the investment can be ordinary taxes, or capital gain. 

There are also Tax Elements to consider.  

  • Tax deductible contributions: like IRA, 401K/403B
  • Deferment of taxation such as qualified plans, IRA, Roth’s, life insurance, annuities
  • Non-Tax deductible, deferred taxation, and tax-free payouts, like life insurance and Roth IRAS

So it is important to understand “where” you are putting your retirement money, when considering investment and tax strategies. 

Phase 2.  Will discuss the retirement strategy of payout…. 

Request your FREE SPECIAL WHITE PAPER CALLED; Wealth Without Taxes,

Submit the form and we will send you the informative white paper explaining how to set up a tax-free income using your business, with little tax exposure. This is a plan for business owners!