Small Business

The IRS will waive penalties when allowed by law if you can show that you acted reasonably and in good faith or relied on the incorrect advice of an IRS employee. The IRS will also waive interest that is the result of certain errors or delays caused by an IRS employee.

Call or write to the IRS. Keep records of all of your attempts to contact an agent. Be polite and specific when calling, and refrain from becoming incoherent if you are feeling anxiety. Fill out IRS Form 911 if you cannot resolve conflict or find resolution through an IRS agent. Write your complaints in this form using blue or black ink. Be specific and complete all information requested. File a complaint with the Inspector General if you need to report cases of fraud or corruption by an IRS employee or contractor. Do not file complaints about your personal tax issues with this agency. Give details and have evidence of the violation or illegal activity in the complaint.

Talk to Taxpayer Advocate. The Taxpayer Advocate Service is an independent organization within the IRS. They help taxpayers whose problems with the IRS are causing financial difficulties; who have tried but have not been able to resolve their problems with the IRS; and those who believe an IRS system or procedure is not working as it should.. You can call your local advocate, whose number is in your phone book, in Pub. 1546, Taxpayer Advocate Service – at www.irs.gov/advocate or You can also call 1-877-777-4778 or 1-877-777-4778 . Call or write to the IRS. Keep records of all of your attempts to contact an agent. Fill out IRS Form 911 if you cannot resolve conflict or find resolution through an IRS agent. File a complaint with the Inspector General if you need to report cases of fraud or corruption by an IRS employee.

Generally speaking, when we are dealing with privately held businesses, it is not recommended to acquire the corporation of a seller. When you acquire the seller's corp, you are inheriting the seller's hidden liabilities that could exist including sales tax, payroll taxes etc. Also when you purchase the sellers corporation, you have nothing to write off because you are buying "stock". For this reason, most privately held businesses are structured as asset acquisitions.

A secured creditor is a creditor that has filed a UCC form against certain assets which says in the case of your default, he has first rights to those assets. In real estate a mortgage is filed to secure the creditor. Banks always want as much security as possible. Try never to secure a purchase of a business with your home.

Quite often, a seller of a business is willing to hold a note for a portion of the business purchase. When the seller holds paper or this note, the purchase of the business is facilitated since the buyer does not have to go to traditional lending sources.

The CPA usually is involved with the allocation of the assets to the purchase price. When a business is acquired, the business being purchased can include various assets including machinery, inventory, fixtures and intangible assets. The allocation of these assets is important because certain assets can be depreciated or written off faster than others.

Bulk sales tax is a tax paid by the buyer on certain tangible assets including furniture and fixtures.

Valuing a business is a tricky process with the end result being to ascertain the fair market value of the business. Fair market value is the amount at which the property would change hands between the buyer and seller when neither are under compulsion to buy and when both have reasonable knowledge of relevant facts concerning the business. The income approach is generally used when valuing small closely held businesses. When using this approach, you can determine the value of a business using one or more methods where you convert the anticipated benefits of owning the business. To find the fair market value under the income approach, divide the after tax value by the capitalization rate,(capitalization rate is the Net operating Income divided by the purchase price expressed as a percentage). Speak to your local CPA or business broker for more information about valuing a business and on your pending purchase or sale.