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One thing nobody's mentioned yet is that different assets have different tax implications for the SELLER too, which is why this allocation gets negotiated. For example, if they allocated more to inventory and equipment, the seller might pay ordinary income tax rates on those. But if more gets allocated to goodwill, the seller might get preferential capital gains treatment. This is why business purchase agreements almost always include a section specifying exactly how the purchase price gets allocated - it affects both sides financially.
So basically there's a built-in conflict because what's good for me tax-wise might be bad for the seller? That explains why they seemed annoyed when I asked for more to be allocated to physical assets. Is there some kind of standard breakdown that's typically used or is it really just a negotiation?
Exactly! It's a natural tension in the deal. You want more allocated to assets you can depreciate quickly (equipment, furniture) while they want more in goodwill or real estate which gets better tax treatment for sellers. There's no standard percentage breakdown that applies to all businesses. It depends on industry type, asset condition, and what's actually being transferred. A manufacturing business might have 60% in equipment while a service business might be 80% goodwill. The key is that the allocation should reasonably reflect actual fair market values - you can't just make up numbers that benefit both parties tax-wise.
Has anyone used a business broker for this? I'm wondering if they help with the purchase price allocation or if that's something that happens after between the accountants?
In my experience, good business brokers will facilitate the discussion about allocation but won't actually determine the final numbers. They might provide ranges based on similar deals they've seen. The actual allocation usually gets hammered out between the buyer's and seller's accountants/tax advisors with input from both parties. It's definitely something you want professional help with rather than just accepting whatever the other side proposes.
For learning consolidated tax accounting, I'd highly recommend getting your hands on some actual consolidated workpapers from prior years if possible. Theory only gets you so far, and seeing how your predecessors handled similar situations is invaluable. Also, check out the Tax Analysts Federal Tax Navigator - it has some excellent practical examples of consolidated return workpapers with explanations. The AICPA also offers some case studies on consolidated tax accounting that were helpful when I was learning.
Would you say it's better to focus on understanding the big picture of how entities relate to each other first, or to get into the details of tracking specific transactions? I'm also struggling with this area.
Start with the big picture of entity relationships and the overall consolidation workflow. Understanding the hierarchy and how information flows between entities gives you the framework needed to then tackle specific transactions. Once you have that foundation, you can focus on specific areas like tracking inter-company transactions, which is often the most complicated part. But without understanding the entity structure first, the transaction details won't make sense in context.
I learned by screwing up repeatedly lol. Seriously though, for the bonus issue specifically, have you tried talking to the payroll department? They usually have detailed records of when bonuses were calculated vs when they were actually disbursed. In my experience, the IRS isn't expecting perfection in documentation, they just want a reasonable audit trail. If you can show the methodology and provide samples rather than every transaction, that's often sufficient.
Agreed! Working with payroll saved me during our last audit. They had reports that linked each employee's bonus accrual to the actual payment date, which was exactly what the IRS wanted to verify.
I think ur making this overly complicated. just run all ur construction supplies through ur landscaping biz as expenses? my buddy does this with his roofing and rental businesses and hasn't had any issues for years. the IRS doesn't have time to audit everyone. or just pay cash for the building supplies and dont even report them.
This is extremely risky advice that could lead to serious consequences. The IRS has specific rules about capitalization vs. expenses, and deliberately mischaracterizing capital improvements as immediate expenses is tax fraud. If audited, you'd face back taxes, penalties, and potentially criminal charges. The "my buddy does it" approach is how people end up with massive tax problems. The IRS may not audit everyone, but when they do audit someone incorrectly deducting capital expenses, it's a very straightforward case for them to win.
I appreciate the input, but I specifically mentioned I'm not trying to evade taxes. I want to do this legally. I'm frustrated by the rules, but I'm not looking to break them - just understand them better and find legal strategies within the system.
A lot of good advice here already, but one thing I'd add - consider setting up a cost segregation study when you build your condos. I did this for a small apartment building I constructed last year, and it allowed me to accelerate depreciation on about 25% of the building cost. Components like cabinets, some electrical systems, and appliances can be depreciated over 5-7 years instead of 27.5 years. Landscaping improvements often qualify for 15-year depreciation. This can make a huge difference in your early-year cash flow. Also, have you looked into opportunity zone investments? If you have capital gains from other investments, you might be able to defer and potentially reduce those by investing in certain qualifying zones. Some areas that need development offer additional tax incentives too. For your immediate situation with the flip house, make sure your accountant is treating it as investment property with costs applied to basis rather than as direct business expenses. Different accounting methods here can make a big difference.
Has anyone considered using an HSA to pay for those premiums? I thought that might be a tax-advantaged way to handle this situation.
That's actually a common misconception. HSA funds generally can't be used to pay for health insurance premiums in most situations. There are a few exceptions (like COBRA or while receiving unemployment), but regular health insurance premiums aren't eligible HSA expenses even though other medical costs are.
Have u looked into whether ur eligible for the marketplace premium subsidies? Some ppl think if their employer offers insurance they can't get subsidies, but thats only true if the employer offers AFFORDABLE family coverage. If the cost for family coverage exceeds 9.12% of ur household income, it's considered "unaffordable" and ur family (not u) could be eligible for subsidies on a marketplace plan.
I actually hadn't considered that angle! My employer's family coverage is definitely over that 9.12% threshold of our household income. That's really helpful information - I'm going to check out the marketplace options with this in mind. Thanks for bringing this up!
Sean Kelly
Don't forget unreimbursed job expenses if either of you is a qualified performing artist, fee-basis state or local government official, or an employee with disability-related work expenses. Most other unreimbursed job expenses aren't deductible anymore for W2 employees unfortunately. Also, if either of you paid student loan interest (up to $2,500), that's an adjustment to income rather than an itemized deduction, but still worth claiming!
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Isabella Costa
ā¢Thanks for mentioning student loan interest! We both finished paying ours off last year, so we might be able to deduct the interest from those final payments. Is that something we report on a different form than the itemized deductions?
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Sean Kelly
ā¢Student loan interest is reported on Schedule 1 as an adjustment to income (sometimes called an "above-the-line deduction"), which means you can claim it even if you take the standard deduction. It's not part of your itemized deductions at all. You should receive Form 1098-E from your loan servicer showing how much interest you paid. The deduction starts phasing out at higher income levels though, so depending on your combined income, you might get a partial deduction or none at all.
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Zara Mirza
Don't bother with itemizing unless your total exceeds the standard deduction by a significant amount. I spent hours tracking everything down last year and ended up saving only $340 by itemizing. Not worth the hassle or audit risk imo.
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Luca Russo
ā¢This is bad advice. The OP already said their mortgage interest alone exceeds the standard deduction. Plus, if you're close to the line, itemizing state taxes and charitable giving can easily push you over. Missing legitimate deductions is literally giving away your money.
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