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Speaking as someone with background in corporate finance, there's another issue nobody's mentioned yet. Selling new stock isn't a tax-free event for the company the way you're describing. When a company issues new shares at above par value (which is typically pennies per share), the excess amount received is recorded as "additional paid-in capital," but it's not tax-free income. Companies don't pay income tax on true equity investments because those aren't considered revenue - they're capital contributions. But if the IRS determines you're artificially inflating the stock price to disguise what's basically product revenue, they'll reclassify it. Also, regular buybacks of stock from customers at below the issue price creates a whole host of securities problems around market manipulation. The SEC wouldn't look kindly on a system designed to issue overpriced shares with the expectation customers will take a loss selling them back.
Would it make any difference if the company structured this as a membership program instead of actual stock? Like what if customers bought a "premium membership" that came with the product, and members could later sell back their membership at a reduced rate if they wanted to exit the program?
A membership program would face similar issues if it's just a disguised product sale. The IRS evaluates the economic reality of transactions. However, legitimate membership programs with actual ongoing benefits (beyond just getting one product) might be viewed differently. The key distinction is whether there's a genuine business purpose beyond tax avoidance. If members receive ongoing privileges, exclusive access, or other continuing benefits, and the pricing reflects fair market value for those benefits, then it starts looking more like a legitimate business model rather than a tax avoidance scheme.
I'm not a tax expert but I think everyone's missing the critical flaw here - who would actually buy stock at $195 that's publicly known to be worth $30? Even with a "free" product, customers would recognize they're effectively paying $165 for the product and taking on the hassle of owning and then selling stock. Most customers would simply prefer to pay directly for the product rather than jumping through these hoops, especially when they realize they're effectively paying the same amount either way. Plus, if you're publicly acknowledging the stock is worth $30 in your marketing materials (which you'd need to do for securities compliance), the whole scheme becomes transparent and pointless.
Exactly! And imagine the customer experience. "Congratulations on your purchase of our widget! Now please fill out these stock transfer forms, provide your social security number for securities reporting, and don't forget you'll need to report this capital loss on your Schedule D next tax season!" Nobody wants that hassle for a regular product purchase.
One important consideration that hasn't been mentioned yet - even if your Wyoming/Delaware LLC doesn't owe US federal income tax because you have no US clients or operations, you WILL most likely need to file: 1. Form 5472 (Information Return of a 25% Foreign-Owned US Corporation) 2. Form 1120 (even if it's a zero return) or potentially 8832 + Schedule C on your personal return depending on election Failing to file these, especially Form 5472, results in a $25,000 penalty PER FORM. I learned this the hard way. And the IRS is getting much stricter about foreign-owned LLCs because too many people were forming them without proper compliance.
Thank you for highlighting this! That $25,000 penalty sounds terrifying. Do you recommend using a registered agent service that specializes in foreign-owned LLCs? And did you find any particular state to be easier to deal with than others for the ongoing compliance?
Yes, absolutely use a registered agent that specializes in foreign-owned LLCs - they'll keep you compliant with state requirements and help ensure you don't miss filings. I personally found Wyoming to be slightly easier than Delaware for ongoing compliance as a foreign owner. Wyoming has simpler annual reports and lower fees. Most importantly, work with a US accountant who specifically handles international clients. Regular CPAs often don't understand the nuances of foreign-owned LLCs and may miss critical filings. I'd recommend setting aside at least $1,500-2,000 annually for proper tax compliance services - it's much cheaper than those penalties!
Has anyone considered using a pass-through structure with an offshore holding company instead? My team (all non-US residents) formed a BVI company that owns our Wyoming LLC. This way: 1. The LLC is treated as a disregarded entity 2. We file minimal US paperwork (still need Form 5472) 3. Banking is managed through the Wyoming entity 4. Tax obligations remain primarily in our home countries This creates an additional layer of separation while maintaining the benefits of a US business presence for payment processing.
Your roommate should look into the Annual Filing Season Program which is voluntary but gives limited representation rights. Also, tell her to join a professional organization like the National Association of Tax Professionals (NATP) or the National Association of Enrolled Agents (NAEA) - the networking and continuing education is invaluable. I've been in tax prep for 7 years and these organizations have been essential for staying current with tax law changes.
Thanks for the recommendation about those professional organizations. Are they expensive to join? And what exactly do you mean by "limited representation rights" with the Annual Filing Season Program?
The membership fees are pretty reasonable - usually between $150-250 per year depending on which organization you choose. Many offer discounts for new members or students. The benefits far outweigh the costs when you consider the resources, forums, and continuing education they provide. The Annual Filing Season Program gives you limited rights to represent clients whose returns you've prepared in case of an audit. Without this or an EA/CPA credential, you can prepare the return but can't speak to the IRS on behalf of your client if questions come up later. Having representation rights makes you much more valuable to clients since you can help them through the entire process.
If your roommate is serious, she should also get professional liability insurance before taking on any clients! I know someone who started preparing taxes with minimal qualifications and made a mistake that cost their client thousands. The client sued, and without insurance, it was financially devastating. Even with all the proper certifications, mistakes happen.
How much does tax preparer insurance typically cost? Is it worth it for someone just doing a few returns on the side?
I was in the exact same situation last year (self-employed, Head of Household, income below standard deduction). Just want to share a couple things that helped me. 1) File for the Earned Income Credit!! With one child and income around $10k, you could get back around $3,700 which would more than cover your self-employment taxes. 2) If you use your home for business AT ALL, claim the simplified home office deduction. It's $5 per square foot up to 300 sq ft, so potentially $1,500 of deductions with zero documentation needed. 3) Track ALL your business mileage. Even short trips add up with the 65.5 cents per mile deduction. Don't be ashamed of your income level. The tax system is actually designed to help people in your exact situation, especially with a dependent.
Thank you for the encouraging words and practical tips! I do work from home so the home office deduction sounds perfect. For the mileage - does that include driving to meet clients or pick up supplies? I haven't been tracking that at all.
Yes! Mileage includes ANY driving for business purposes - client meetings, picking up supplies, going to the post office for business mail, driving to the bank to deposit business checks, etc. Basically anything except your regular commute (which you don't have if you work from home!). Start tracking immediately for 2024 - there are free apps like MileIQ that make it super easy. For 2023, you can reconstruct a reasonable estimate using your calendar, email confirmations, receipts from supply stores, etc. Just be realistic with your estimates in case of an audit.
I'm seeing some confusion in these comments so I want to clarify: being under the standard deduction doesn't affect your filing STATUS, but it does affect your tax LIABILITY. With $10,500 in self-employment income, you: 1) Can still file as Head of Household 2) Likely won't owe INCOME tax (because under standard deduction) 3) WILL owe SELF-EMPLOYMENT tax (15.3% of 92.35% of your self-employment income) 4) Can still get REFUNDABLE credits like EITC and Child Tax Credit The self-employment tax would be about: $10,500 Ć 92.35% Ć 15.3% = $1,479 But your EITC with one child at that income level could be $3,000-3,500 So you'd likely get money BACK overall, not owe money!
Wait I'm confused about the math. If the standard deduction is like $20k for Head of Household, and she only made $10,500, how does she owe any taxes at all? Isn't the first $20k tax-free?
Nick Kravitz
Tax strategy vs fraud also depends a lot on which software you use to file. Some tax programs actually warn you when something might cross the line or create audit risk. I use TurboTax and it flagged when I was getting too aggressive with home office deductions and explained why it might be considered fraudulent.
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Hannah White
ā¢I've found FreeTaxUSA actually does a better job with these warnings than TurboTax. It explains the actual tax code reasons why something might be questionable rather than just giving generic warnings.
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Michael Green
The distinction I've always used: Strategy is what you discuss openly with your tax preparer and would be willing to explain to an IRS agent. Fraud is what you hide or would be embarrassed to admit to during an audit. If you're worried about whether something crosses the line, that gut feeling is usually worth listening to. The tax code has plenty of legitimate ways to minimize taxes without venturing into shady territory.
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