Tax File Memorandum: Case Study

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April 8, 2012 Tax File Memorandum From:., CPA. M.A.F.M Subject: Mr. Jones Taxpayer Engagement On today April 5th, 2012 I met with Mr. Jones regarding our Previous Meeting on April 2nd, 2012 to discuss some questions and possible outcomes about potential future financial investment decisions, and the tax ramifications of these decision and possible outcomes. Facts: Mr. Jones is considering the purchase of a manufacturing company Smithton Widgets which is very profitable. Mr. Jones is a majority shareholder in another C-Corp. Known in this case as Johnson Services which has accumulated significant losses. Issues: 1. Outstanding purchase of stock (a) Mr. Jones would like to know if he should purchase the stock of Smithton outright, leaving Smithton intact. He also wants to know if he issues debt in his Johnson Services to pay for the Smith Company would that raise debt to equity issues (b) Mr. Jones also wanted to know should he convert Smithton to an S Corporation and change the fiscal year to a calendar year. (c) Mr. Jones also asked what are the potential tax ramifications that exist for…show more content…
Jones don’t purchase the stock of Smithton outright. If Mr. Jones did purchase this stock outright it would cause him to acquire the assets, liabilities, and any contractual obligation that are outstanding of Smithton. According to the text Mr. Jones would be completely liable for any existing and future tax liabilities of Smithton. Because the Smithton wouldn’t cease to exist the purchase of stock wouldn’t be recommended for Mr. Jones. Since Smithton’s basis or tax schedule would not be change. Mr. Jones can’t change the financial period to end on December 31. If Mr. Jones issues debt in Johnson Services it would increase the debt to equity ratio substantially and become unattractive to future investors because it would appear to be heavily financed by debt. It would also increase the fact that it is already operating at substantial

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