When starting a business with one or more partners, choosing the right partnership structure is crucial for the success and smooth operation of the enterprise. Two common types of partnerships are General Partnerships (GPs) and Limited Partnerships (LPs).
Every single one has its own features, pros, and possible cons. This comprehensive guide will explore the differences between GPs and LPs to help business owners make informed decisions that align with their goals and risk tolerance.
Understanding General Partnerships (GPs)
A general partnership (GP) is a business arrangement in which two or more individuals agree to share all of a business’s assets, profits, and financial and legal liabilities.
Each partner in a GP is involved in running the business day to day and can make decisions for the partnership.
Advantages of General Partnerships:
1. Ease of Formation:GPs are more accessible to set up than corporations or limited partnerships. They require less paperwork and have lower start-up costs.
2. Shared Responsibility: Partners share the business’s workload, which can lighten the burden on individual partners.
3. Pass-Through Taxation: GPs enjoy pass-through taxation, meaning the business is not taxed. Instead, profits and losses are passed through to the partners’ tax returns.
Potential Pitfalls of General Partnerships:
1. Unlimited Liability:Each partner is personally liable for the debts and obligations of the business, which can put personal assets at risk.
2. Shared Liability: Partners are jointly and severally liable for the actions of other partners in business.
3. Disputes and Continuity: Without a well-drafted partnership agreement, conflicts can arise, and the partnership may dissolve if a partner exits for any reason.
Understanding Limited Partnerships (LPs)
A limited partnership structure is more formal, and it has at least one general partner and possibly more than one limited partner. The general partner manages the business and is personally liable for debts.
At the same time, limited Partners contribute capital and share in profits but typically do not participate in day-to-day management.
Advantages of Limited Partnerships:
1. Limited Liability for Limited Partners:Limited partners are only responsible for the amount of money they contribute to the partnership. This protects their personal assets from the business’s debts.
2. Investment Attraction:Limited partnerships (LPs) can bring in investors who only care about making money and not running the business.
3. Pass-Through Taxation: Like GPs, LPs benefit from pass-through taxation by avoiding the double taxation that C-Corporations must pay.
Potential Pitfalls of Limited Partnerships:
1. Complexity and Cost: Forming an LP can be more complex and costly than establishing a GP, with more regulatory requirements.
2. General Partner Liability: An LP’s general partner(s) still face unlimited liability, which can be a significant risk.
3. Less Control for Limited Partners: Limited partners have minimal control over business decisions, which may not suit those who wish to be actively involved.
Making the Right Choice for Your Business
When deciding between a General Partnership and a Limited Partnership, consider the following factors:
1. Level of Control: A GP might be more appropriate if all partners wish to be actively involved in management. If some prefer to invest, an LP could be a better fit.
2. Liability Comfort: Consider how much personal liability you and your partners will assume. If protecting personal assets is a priority, an LP may offer a safer option for some partners.
3. Investment Needs: If you need to raise capital without giving up control, an LP allows you to bring on investors as limited partners.
4. Tax Considerations: GPs and LPs offer pass-through taxation, but it’s essential to consult with a tax advisor to understand your situation’s implications.
Conclusion
Selecting the appropriate partnership structure is a crucial decision that should be made with time. General partnerships are easy to set up and manage. Still, they also come with the risk of being legally responsible for anything that goes wrong.
Limited partnerships provide limited liability for some partners at the cost of complexity and control considerations.
By understanding each partnership type’s differences, advantages, and potential pitfalls, business owners can select the structure that best suits their needs and objectives. Suppose you want to protect all of your partners’ interests, and the business is set up for success.
In that case, you should get legal and financial advice before signing any partnership agreement.
Building a solid board of advisors and directors is a crucial strategic requirement for any business, as it can significantly impact its direction and progress. The purpose of this board is to act as a compass, directing the company through intricate business environments and offering valuable insights that can result in long-lasting growth and achievement.
This article will outline the steps for identifying, recruiting, and engaging a powerful team of advisors and directors, emphasizing the importance of diverse expertise, experience, and perspectives in driving business strategy and decision-making.
Step 1: Define the Purpose and Goals of Your Board
Before you begin assembling your board, it is essential to define its purpose and what you aim to achieve with its help. Determine the strategic areas where guidance is needed, such as financial oversight, market expansion, technology, governance, or risk management.
Effectively expressing the board’s goals will assist in determining the specific knowledge and skills needed from prospective members.
Step 2: Identify the Skills and Expertise Needed
With your goals in mind, create a profile for your ideal board member. Consider the specific skills, industry knowledge, and expertise that will complement your existing team’s strengths.
Look for individuals who can fill gaps in your capabilities and bring a fresh perspective.
Step 3: Search for Candidates
Start your search by reaching out to people in your professional network, through industry groups, and through executive search firms that specialize in hiring board members.
Seek recommendations from trusted colleagues and mentors. Instead of looking at candidates’ resumes, you should consider their reputation, track record, and the value they could bring to your company.
Step 4: Evaluate Potential Board Members
When evaluating potential board members, consider their ability to contribute to a diverse and balanced board. Diversity in thought, background, and experience can lead to more innovative solutions and strategies.
Check to see if they are willing to disagree and challenge assumptions, as well as how well they fit in with the values and culture of your company.
Step 5: Recruit with a Clear Value Proposition
Approach the chosen people with a clear idea of what they can do for you. Tell them what they will do, how it will help, and the good things about joining your board, like the chance to help shape the future of an exciting company or make new professional connections.
It is essential to be clear about the time commitment, the duties, and pay or incentives.
Step 6: Onboard Effectively
Once your board members have agreed to serve, you should give them a thorough onboarding process. This should include many specifics about your business, its goals, and the problems it is facing right now.
Facilitate introductions to key team members and stakeholders to foster a collaborative environment.
Step 7: Engage and Utilize Your Board
To get the most out of your board, involve them regularly and strategically. Hold regular meetings and give them the necessary information to provide sound advice.
Encourage them to talk freely and use their knowledge to help you make important choices. Make sure that what they have done is recognized and appreciated.
Step 8: Review and Refresh Your Board as Needed
As your business evolves, so too should your board. Check your board’s makeup regularly to ensure it is still meeting the company’s needs. Be open to refreshing the board with new members who can offer relevant expertise for the company’s current and future challenges.
Conclusion
Crafting an effective board of advisors and directors is a deliberate process that requires careful planning and consideration. By assembling a diverse and skilled team, you can ensure that your business benefits from many perspectives and experiences.
An effective board can be a powerful asset in shaping strategic direction, navigating challenges, and driving your business toward long-term success.
Remember, the strength of a board lies not just in the individual capabilities of its members but in their collective ability to work together towards a common goal.
Section 199A, also called the Qualified Business Income (QBI) deduction, is a useful tax deduction that was added by the Tax Cuts and Jobs Act (TCJA) of 2017. It applies to many business owners and investors.
This provision allows eligible taxpayers to deduct up to 20% of their QBI, but it’s not as straightforward as it sounds. Let’s explore who qualifies for this deduction and the limitations that come with it.
Who Qualifies for Section 199A?
The QBI deduction is available to sole proprietors, partnerships, S corporations, trusts, and estates with qualified business income.
It also includes people who own shares in S corporations and are partners in partnerships. The deduction is available to both itemizers and non-itemizers.
Qualified Business Income (QBI)
QBI is the net amount of income, gains, deductions, and losses from any qualified trade or business in the United States.
This excludes capital gains or losses, dividends, interest income (unless it’s allocable to the business), and certain other items.
Limitations of Section 199A
While Section 199A offers a substantial tax break, it comes with several limitations, particularly for high-income earners.
Here’s what you need to know:
1. Specified Service Trades or Businesses (SSTBs)
SSTBs are certain kinds of businesses whose main asset is the skill or reputation of the owners or employees. These include fields like law, health, accounting, consulting, and financial services.
The deduction for SSTBs starts to diminish if your income exceeds the threshold, which is $191,950 for single filers and $383,900 for married filers filing jointly in 2024.
Once taxable income reaches $241,950 for single filers and $483,900 for married couples filing jointly, the deduction is completely eliminated.
2. W-2 Wages and Capital Investment Limitation
People who own non-SSTB businesses and make more than the tax threshold may not be able to deduct as much from their QBI.
This is due to the possibility that the W-2 wages paid by the company and the unadjusted basis immediately after acquisition (UBIA) of qualified property may both have a limit on the QBI deduction.
The deduction cannot exceed the greater of:
50% of the W-2 wages paid with respect to the business, or
25% of the W-2 wages plus 2.5% of the UBIA of qualified property.
This limitation ensures that the deduction benefits businesses that contribute to employment and make substantial capital investments.
3. Carryforward Losses
If your business incurs a loss, it reduces the QBI from other businesses. A net loss is carried forward to the next tax year, potentially reducing that year’s QBI deduction.
This carryforward can limit the deduction in subsequent years until the loss is fully absorbed.
Strategies to Limit the Impact of Section 199A Limitations
Given these limitations, there are strategies that business owners can employ to potentially maximize their QBI deduction:
For SSTBs: Monitor your income levels to stay below the threshold if possible. This may involve timing income and deductions or considering alternative income streams that are not classified as SSTB.
For Carryforward Losses: If you have multiple businesses, consider the impact of losses in one business on the overall QBI. Strategic tax planning can help manage these losses to optimize the QBI deduction.
Conclusion
Section 199A offers a significant tax advantage for many business owners, but it’s essential to understand the qualifications and navigate the limitations. SSTBs, high-income earners, and businesses with low wages or capital investment face particular challenges.
By staying informed and engaging in strategic planning, you can work towards maximizing your QBI deduction. As always, consult with a tax professional to ensure you’re making the most of this complex tax provision.
Security should be your top priority when filing your tax returns. The Internal Revenue Service (IRS) has implemented measures to protect taxpayers due to increasing identity theft and tax fraud.
One such measure is the Personal Identification Number (PIN), a critical tool in the fight against fraudulent activities.
In this article, we’ll explore the importance of having a PIN for filing your return and the types of tax fraud that can occur when you don’t have one.
Understanding the PIN
A PIN is a six-digit number that the IRS uses to verify the identity of taxpayers when they file their electronic or paper tax returns. Only the taxpayer and the IRS know this number, adding an extra security level.
There are two types of PINs that you should be aware of:
1. Identity Protection PIN (IP PIN):
This is a unique six-digit number given to identity theft victims whose cases have been closed annually or to people who choose to join the program.
It prevents someone else from filing a tax return with your Social Security Number (SSN).
2. Electronic Filing PIN:
This PIN is used to verify your identity when you e-file your tax return. However, as of 2017, the IRS has retired this program, and taxpayers now use their prior-year Adjusted Gross Income (AGI) or prior-year PIN if they do not have an IP PIN.
The Importance of Having a PIN
Having a PIN is akin to having a secret key that locks your tax identity securely. It ensures that even if someone can access your SSN and other personal information, they cannot file a tax return in your name.
This is particularly important because tax-related identity theft can have serious consequences, including:
1. False Tax Returns:
Fraudsters can use your SSN to file false tax returns and claim refunds. With a PIN, the IRS may be able to distinguish the fraudulent return from your legitimate one immediately.
2. Delayed Refunds:
If a criminal files a tax return in your name before you do, your legitimate refund may be delayed significantly as the IRS resolves the fraud case.
3. Damaged Credit:
Unresolved tax fraud can lead to issues with your credit if fraudulent debts are incurred in your name.
4. Complicated Financial Records:
Cleaning up after tax fraud is time-consuming and stressful. It can complicate your financial records and require you to take additional steps to secure your identity in the future.
Types of Tax Fraud When Lacking a PIN
Without a PIN, you are more vulnerable to several types of tax fraud, including:
1. Refund Fraud:
This occurs when a criminal files a bogus tax return using your SSN to claim a refund. The fraudster typically files early in the tax season before the legitimate taxpayer does.
2. Employment Fraud:
A fraudster may use your SSN to gain employment. You may only discover this when you receive a notice from the IRS about unreported income that the fraudster earned under your SSN.
3. Tax Liability Fraud:
Criminals can file fake tax returns that show false extra income or a balance due, leaving the victim financially responsible for taxes.
How to Get an IP PIN
If you’re eligible for an IP PIN, you can get one by using the IRS’s Get an IP PIN tool, by filing Form 15227 if your income is below $72,000, or by visiting a Taxpayer Assistance Center.
The IRS will send you a new IP PIN each year, which you must use to file your federal tax returns.
Conclusion
In conclusion, a PIN is essential to your tax filing process. It provides a robust defense against various forms of tax fraud, ensuring that your identity and refunds are protected.
If you’re eligible for an IP PIN, use this security feature. Remember, safeguarding your tax information is about protecting your money, identity, and financial well-being. Stay vigilant and make securing your tax filings a top priority.
