Articles – Page 4 – Jeff Rogyom

Managed Compliance & Effective Tax Rate Agreements

Companies can manage risks, lower use taxes, and reduce tax administrative burdens by using managed compliance and effective tax rate agreements. In an effort to streamline the tax compliance process, most states now allow companies to automate their sales and use tax compliance through tax agreements. These agreements operate on a prospective basis whereby “effective rates” can be assigned to the company’s expense accounts.

The states use numerous names for such agreements, including: managed compliance agreements, formulary sales and use tax agreements, single use tax compliance agreement, negotiated rate agreements, alternative use tax payment methods, simplified procedure agreements, or, as known here in Maryland, effective rate agreements. Regardless of the chosen name, the states use similar processes to form the agreements and the companies often realize fantastic results. Continue reading “Managed Compliance & Effective Tax Rate Agreements”

Find Cash by Recovering Tax Overpayments

In today’s competitive business climate, businesses paying more taxes than necessary do so at their own peril. But when extra cash is needed, the company can hire tax professionals to recover those overpayments through refunds.

By conducting reverse audits on behalf of companies, I have rarely found a company whose tax department didn’t have some oversights, particularly regarding indirect taxes. Likely targets for recoverable overpayments include the company’s indirect taxes, such as: sales & use taxes, value-added taxes, and excise taxes. Certain state-specific taxes are also likely cash sources, such as the Maryland admissions and amusement tax which is levied upon the business not the customer. Continue reading “Find Cash by Recovering Tax Overpayments”

Buying or Selling a Maryland Business – Financing The Purchase

The seventh article in a series on the purchase and sale of a Maryland business. In this article I address obtaining the necessary financing to fund a business purchase.

Many business buyers’ greatest challenge is obtaining financing. While a business purchase requires substantial funding, the buyer’s financing options are numerous. Factors determining the best financing choice include: the seller’s needs, the buyer’s ability to pay, the company’s cash flow and assets, and the general economic climate. Continue reading “Buying or Selling a Maryland Business – Financing The Purchase”

Buying or Selling a Maryland Business – Employment Agreements

The sixth article in a series on the purchase and sale of a Maryland business. In this article I address business sale issues relating to employment agreements and related documents, including confidentiality and non-compete clauses.

A business transfer’s success or failure often depends upon retaining the company’s employees and their knowledge of the business. Many times, a company’s most valuable employee is its soon-to-be former owner. Further, the buyer must consider the company’s obligations to the employees and consider whether employee departures could harm the company. Of course, the seller showing confidential company information to prospective buyers has concerns as well. Continue reading “Buying or Selling a Maryland Business – Employment Agreements”

Buying or Selling a Maryland Business – Transferring Assets

The fifth article in a series on the purchase and sale of a Maryland business. In this article I address issues relating to transferring assets during a business sale.

When purchasing a business, the buyer must be sure the assets are properly transferred no matter whether the sale is done as an asset sale or as a sale of the entity. As discussed in earlier articles, attorneys will consider many issues when deciding to structure a sale as either an asset sale or a stock sale, including tax and liability issues. When utilizing an asset sale, the transferring documents must reference, whether directly or generally, the assets being purchased. Even if the attorney structures the transaction as a stock sale, the buyer should confirm the purchased company actually owns the desired assets.

Buying or Selling a Maryland Business – Commercial Leases

The fourth article in a series on the purchase and sale of a Maryland business. In this article I address the importance of ensuring necessary commercial leases are preserved following a business sale.

For many businesses, the business location is its most valuable asset. This remains true even if the company only leases the location. Therefore, maintaining the right to use the property following the transfer is of utmost importance. If the lease is valuable to the buyer, it should not be assumed the seller has the right to sublease or assign the lease to the buyer.

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Buying or Selling a Maryland Business – Taxes

The third article in a series on the purchase and sale of a Maryland business. In this article I address basic tax concepts and issues relating to a business sale.

A major consideration when purchasing an existing Maryland business should be minimizing the tax burden. Certain transactions provide tax benefits to either the purchaser or the seller while providing a tax burden to the other. Therefore, tax consequences should be considered when determining the appropriate purchase price. The general rule is that the sale of a business is a taxable event; however, the parties may be able to structure the transaction using a tax-free reorganization. The IRS provides several forms of tax-free reorganizations, but to qualify the parties must meet numerous requirements. Since the IRS only allows tax-free reorganizations under limited circumstances, I will first discuss taxable transactions.

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Buying or Selling a Maryland Business – Past & Future Liabilities

The second article in a series on the purchase and sale of a Maryland business. In this article I address the possible liabilities that may be passed to buyers and sellers.

Parties seeking to buy or sell a Maryland business must consider both known and unknown liabilities. Certain business lines obviously raise more concern for liabilities than others, but you need not purchase a former asbestos company to inherit exposure. If a buyer purchases a company without considering potential liabilities, the buyer may purchase the seller’s potential lawsuits and contractual liabilities with no recourse against the seller. In addition, many regulatory and tax liabilities may pass to subsequent purchasers and put company assets at risk.

Buying or Selling a Maryland Business – The Basics

The first article in a series on the purchase and sale of a Maryland business. In this article I address the basic concerns of buyers and sellers and the general transaction forms available to structure a business transfer.

Buying or selling a business can be a very exciting time but can turn into a nightmare if not planned correctly. There are many things to consider, including what structure the transaction will take. A list of typical structures include:

8 Ways to Spot Tax Settlement Scams

Many unscrupulous tax debt settlement companies use the legitimate IRS offer-in-compromise process to swindle consumers. Tax relief companies are some of the companies most complained about by consumers by consumers. I do not doubt their horrible ratings! As a tax attorney, I have received countless calls from taxpayers who previously fell victim to scam tax relief companies claiming they could resolve any tax issue through the IRS tax debt settlement program, the Offer-In-Compromise.

My conversations with clients previously cheated by these companies gave me the following indicators of when a tax relief company may not be legitimate:

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