The Full Story
Holding Company and Operating Company
This is a common arrangement where your operating company leases space from your holding company, such as an office building, warehouse, land, equipment, etc. This can also reduce self-employment taxes in the operating company since some of the available cash will be paid to you as a rent payment, and rental income in this situation is normally not subjected to self-employment taxes.
This is also flexible for the future since you could expand ownership in your operating company without affecting your holding company. Another way to look at the holding company is a vehicle to build wealth separately from your business. [More]
Parent-Child Business Structure 1
You might have two business entities, and you want to combine them but they are also very different. For example, you are a realtor and your spouse is an IT consultant. We could create a holding LLC called Smith Ventures which owns the realtor LLC and the IT consultant LLC. The holding LLC would then make the S Corp election, and all the LLC income would flow into the S corporation as wholly owned subsidiaries. With respects to operating agreements, the subsidiary LLC’s can have a basic operating agreement since its sole member is the holding LLC. The holding LLC might need a robust operating agreement based on your legal needs and estate planning.
Sure, you could have two S Corps, one for you and one for your spouse, but that increases administrative fees such as tax preparation, payroll processing, etc. [More]
Parent-Child Business Structure 2
This is identical to the above situation, but as you can see one of the subsidiary LLCs now has additional ownership outside of you and your spouse. For example, you are an IT consultant and your spouse is a yoga instructor. Your spouse wants to join forces with another yoga instructor, lease a gym, add staff and go crazy with mats and pants. This multi-entity arrangement allows for that. Keep in mind that your spouse would not own the MMLLC subsidiary entity; rather, the S Corp would own a portion of it, and the other portion would be owned by the new member. [More]
Parent-Child Business Structure 3
Another thought along these lines involves a multi-member LLC where you and another non-spouse partner are the members. One of the limitations of an S corporation is that distributions must be made in the same percentage as ownership. So, if you are 50-50 with another shareholder, distributions must also be 50-50.
Backup for a moment. If this multi-member LLC was not taxed as an S corporation, the Operating Agreement could dictate a different schedule of distributions. For example, you and another insurance agent team up. But you want an Eat What You Kill revenue model. In this case, you could be 50-50 partners, but have the distributions be tied to the production of each insurance agent. No problem. In other words your capital accounts are 50-50, but your allocation of profits and losses fluctuate each year. However, if you S Corp elect this to save a few bucks on self-employment taxes, and it blows up.
What can be done? The graphic shows the general business structure. Also, this multi-entity arrangement allows for each owner to have discretion within his or her S Corp for fringe benefits such as company automobiles and paying children, among other benefits. [More]
Quick Sidebar: When getting involved with non-spouse business partners, operating agreements are absolutely necessary. Please read our operating agreements section from our book about some of the basic considerations when drafting operating agreements.
Fee For Service Arrangement
A simpler way to accomplish the same thing as above is to create three entities again, but the multi-member LLC is owned by you and the other guy, not the S corporations. The following is the preferred arrangement for a host of reasons, especially state apportionment of income and business valuation. The S Corps issue consultation, fee for service or management fee invoices to the multi-member LLC in the amount of the revenue split driving the multi-member LLC income down to zero, or some nominal amount like $500.
This business structure is super common with physician groups, insurance agents, financial advisors and other production-based groups that want real time flexibility on the sharing of profits and the tax efficiency of an S corporation. [More]
Fee For Service Arrangement in California
The problem with the previous MMLLC entity structure that issues invoices or makes fee for service payments, is that this works well in most situations except California. It still works in California as a structure, but the tax expense, namely the LLC fee, makes this egregious.
California’s LLCs, including SMLLCs and MMLLCs, have an LLC fee based on gross receipts. Read that again. On gross receipts. If you make a $1,000,000 and have $950,000 in expenses, you still pay a franchise tax, called an LLC fee, on the $1,000,000. The fee is “banded” as we say since it is not a straight calculation based on a percentage.
The MMLLC S Corp would not pay salaries to its shareholders since the income is so low, and there isn’t any cash available. In addition, distributions theoretically should be $0 since all the cash is leaving in the form of payments to the other S Corps. [More]
Considerations with Multiple Entities
There are some things you need to work through with the multi-entity arrangement, and have detailed in operating agreements (such as naming principles for purposes of professional liability insurance). Depending on your situation, some of these things might be show-stoppers. However, don’t take the first answer as the only answer. Here is a quick list-
Professional Liability Insurance
Licensing and Compliance
Depreciation of Assets
Professional Fees (tax prep fee, payroll processing)