USA Partial Sale to Investor

Joined
Dec 6, 2015
Messages
5
Reaction score
0
Country
United States
Hi,
I am 100% owner of a small business. I have someone who wants to invest $30k for 30% ownership of the business. My question: is this $30k a direct amount paid to the business OR a sale to myself and then a loan from myself to the business?
Thanks
Jack
 
Joined
Dec 6, 2015
Messages
5
Reaction score
0
Country
United States
Thanks. Currently sole proprietor but I plan on switching to s corps first.
Jack
 
Joined
Dec 5, 2015
Messages
44
Reaction score
9
Country
United States
Jack, you totally need to understand that I'm not an accountant when you read this, I'm just as clueless as you are, so .. with that in mind, if its a corporation then it is an owner's equity transaction. In accounting there are Assets = Liabilities + Owner's Equity, and for corporations owner's equity is basically divided up into Stock's Par Value (face value), additional paid in equity from owners, and retained earnings which is money the corporation has made on its own from fees and product sales. So ... then it depends on how you're going to do the transaction as to how you will book it. 1) You could have a board meeting and the corporation could decide to sell shares that equal 30% of the company to the new investors, increasing the corporation's equity and increasing the overall value of the corporation, that's one option. 2) You could simply make a private transaction between you and the new investor wherein you meet in the state where you are incorporated and sell the new investor 30% of your shares - that's between you and that investor, and it doesn't change the capital position of the corporation at all because it essentially has nothing to do with the corporation. Said another way, the corporation doesn't care if 100% of 1000 shares is owned by one person, or if 700 shares are owned by one, and 300 by another, it makes no difference to the company one way or the other - it still has the same assets it started with. Basically you have to decide if you want the 30k$us yourself, or if you want it to end up in the corporation. The corporation is a separate legal entity, it's like a person ... so if the corporation decides (via its board, i.e. YOU) that it will sell more shares and increase its capital position, then that 30k$us belongs to the corporation, not you.
 
Last edited:
Joined
Dec 6, 2015
Messages
5
Reaction score
0
Country
United States
Thanks BD, I think you have effectively answered my questions.
Thanks again
Jack
 
Joined
Dec 14, 2015
Messages
1
Reaction score
0
Country
United States
Those funds belong to the corporation. Otherwise you are selling your shares and will have a tax liability.
 
Joined
Dec 6, 2015
Messages
5
Reaction score
0
Country
United States
Kenneth, thanks for your input. I get that a direct sale of my shares will result in paying the tax liability. I currently do not take a salary from the corporation. If I deposited the funds to the corporation and then I start to take a salary from the corporation, presumably the tax liability would be about the same as if I sold my shares, loaned some of the money to the corporation and further delayed taking a salary?
 
Joined
Dec 5, 2015
Messages
44
Reaction score
9
Country
United States
Those funds belong to the corporation. Otherwise you are selling your shares and will have a tax liability.
... and sometimes that tax liability is 0%.

Another possible avenue is a stock swap. Companies do this in mergers all the time, they swap shares of the buyer for shares of the seller in a reorganization without paying taxes on it.
 
Last edited:
Joined
Dec 6, 2015
Messages
5
Reaction score
0
Country
United States
Thanks. Unfortunately the buyer does not own stocks that I am aware of.
 

Ask a Question

Want to reply to this thread or ask your own question?

You'll need to choose a username for the site, which only take a couple of moments. After that, you can post your question and our members will help you out.

Ask a Question

Top