Willcox, Buyck & Williams, P.A. explains whether or not initial coin offerings can be regulated as securities.

Can Initial Coin Offerings Be Regulated as Securities?

The Securities and Exchange Commission (SEC) continues to warn investors of the risks of Initial Coin Offerings (ICOs). On its website, the SEC encourages investors, securities lawyers, accountants, and other professionals to read the Investigative Report issued by the SEC in 2017 concluding that some tokens are securities. If you are unfamiliar with ICOs and digital currency, you may want to consult a South Carolina business and commercial law lawyer before you invest in ICOs or decide that an ICO is a great way for your startup to raise capital easily and quickly.

What is an Initial Coin Offering?

An Initial Coin Offering (ICO) is one of the newest ways for startups and companies to raise money without turning to venture capital or public stock markets. Companies use ICOs as fundraisers. They create and sell digital tokens to investors to fund a platform or project. Blockchain networks distribute the tokens.

Tokens offered in ICOs do not equate to shares of the company. Investors receive a share in the project’s profits or access to a service in exchange for their investment. There is not a traditional legal contract for a court to enforce. Instead, smart contracts (software code) enforce the rights of token holders. Companies using ICOs have raised millions of dollars in digital currency, sometimes within hours.

Do ICOs Involve the Issuance of Securities?

In its Investigative Report, the SEC did not state conclusively that all ICOs are subject to regulation under federal securities laws. However, the SEC did state clearly that federal securities laws apply to decentralized autonomous organizations the same way they apply to traditional companies. The securities laws also apply even though investors may purchase securities with virtual currencies, and distributed ledger technology distributes the securities.

In other words, some ICOs are securities offerings and therefore subject to the SEC’s jurisdiction for enforcing federal securities laws. With that in mind, ICOs that are securities may need to be registered with the SEC unless they fall under an exemption to registration. It is also important to remember that referring to a token as a utility or configuring the token to provide a utility does not stop the token from being a security.

How Do You Know if the SEC Regulates an ICO?

Unfortunately, it can be difficult to know if an ICO is regulated as security until you analyze the offerings based on the principles outlined in the SEC Investigative Report. In general, ICOs or tokens based on the potential for profits through the managerial or entrepreneurial efforts of others contain the characteristics of a security according to SEC Chairman Jay Clayton.

The SEC has a great deal of information on its website about Initial Coin Offerings, including SEC resources that can help individuals understand ICOs.

Ask a South Carolina Business and Corporate Law Attorney

If you want to raise money for your company by using an ICO, you may want to consult with an attorney to discuss the legal requirements for registering the ICO with the SEC. Determining whether securities laws apply to your ICO can be difficult and time-consuming.

A South Carolina business and corporate law attorney can determine which laws and regulations apply to your ICO and business and assist in registration and compliance if required. A business and corporate law attorney can also assist you with other business and legal matters related to structuring and operating your company. Schedule a consult with a member of our team at Willcox, Buyck & Williams, P.A. to learn more today.

New Laws for a New Year – Is Your Business Ready?

Each year, our lawmakers pass new laws that impact the lives of South Carolina residents and businesses throughout the state. In some cases, the laws benefit businesses but may require additional steps to remain compliant with state laws. Our South Carolina business compliance lawyers discuss five of the new laws that become effective for state residents and businesses as of January 1, 2019.

Five Important New Laws for 2019 Business Owners Should Know

1. Expansion of Expunged Criminal Records

Lawmakers passed a law that expands the expungement of some criminal offenses. Offenders may erase criminal records for first offenses, juvenile offenses, and minor drug offenses. Also, the new law allows offenders to erase multiple offenses if the crimes were “closely connected.” Business owners will no longer have access to these records that they may have used in the past to make hiring decisions. However, the new law also gives business owners some legal cover who hire employees with expunged records. None of the information about the expunged criminal records can be used as evidence in lawsuits alleging negligence for hiring an employee for expunged offenses.

2. Insurance Companies Must Protect Customer Data
South Carolina was the first state to pass the Insurance Data Security Act, which requires insurance companies to take specific steps to protect customer data from cyber attacks. By July 2019, all insurance companies in South Carolina must establish a security program for customer data and information. 

3. Changes for Homeowners Associations
The 2018 S.C. Homeowners Association Act provides more disclosure for members of a homeowner’s association, including more transparency and access to information. Homeowners will be able to view written regulations, bylaws, and rules of the homeowner’s association before purchasing a home in the subdivision by checking the public record. As of January 10, 2019, homeowner’s association groups must file their governing documents with the county recorder’s office.

4. Manufacturers Will Save Money on Taxes
Manufacturers in South Carolina will receive a property tax break. The property tax on manufacturers is dropping from 10.5 percent to 9 percent. The property tax break for manufacturers, which began in 2018, is being phased in over six years.

5. Tax Credits for Gas and Car Maintenance
South Carolinians can take advantage of a tax credit for car maintenance or gas on their tax returns beginning in 2019. The gas tax in South Carolina is scheduled to increase by two cents per gallon in July of each year through July 2022. To offset some of the increased cost to residents, taxpayers can claim a tax credit for gas or car maintenance each year when they file the state income tax returns, beginning with 2018 state income tax returns.

To take advantage of the tax credit, taxpayers must keep receipts for gas purchases and vehicle maintenance. The tax credit is available for two cars, motorcycles, or trucks for what was paid in car maintenance or higher gas taxes, whichever is the lower amount.

South Carolina Business Lawyers Assist with Compliance Matters

South Carolina businesses must comply with a variety of state laws. Schedule a consult with a member of our team at Willcox, Buyck & Williams, P.A. today. Our South Carolina business lawyers help you ensure that your company complies with all current and upcoming laws to avoid potential legal and financial consequences.

2019 Business Outlook – 5 Business Predictions for the Coming Year

Some predictions about the trends and business outlook for 2019 are difficult to make with a high degree of certainty. Recent volatility in the stock market and uncertainty about how lawmakers intend to govern with a divided Congress makes some leading business analysts very nervous. Our South Carolina business and corporate lawyers discuss five business predictions that appear to be safe calculations of the business outlook for 2019.

#1 – China Trade War Intensifies

2018 saw U.S. relations with China take a turn for the ugly when the President took a strong approach to reduce the bilateral trade deficit with China. After the administration imposed tariffs on $250 billion in Chinese goods, China retaliated by imposing their own tariffs on hundreds of billions on U.S. goods and creating a less-than-favorable business environment for U.S. companies in China. For U.S. companies doing business with China, it may be worthwhile to investigate alternative channels.

#2 – Bitcoin Dominates Cryptocurrency 

Cryptocurrencies dominated headlines in 2018 as we watched the bubble expand and burst, to the chagrin of all cryptocurrency enthusiasts. As with any emerging technology, there are sure to be growing pains, and cryptocurrencies are no exception. This year though, after the proliferation of altcoins, we should see Bitcoin slowly consolidate and stabilize the cryptocurrency market. Recognizing that cryptocurrency will need a lot of help improving its image, Bitcoin has created Blockchain Association, in an attempt to lobby international financial systems in 2019.

#3 – Flatter Business Organizations

While an economic recession is not predicted, the economy is likely to slow in 2019. Proactive businesses will move to a flatter organizational model to reduce costs. The focus will be on team-centric operating models. Therefore, you may see companies with little to no middle management. Staff will work directly with executives in the decision-making process. 

By utilizing well-trained staff members instead of closely supervised workers, companies can greatly reduce overhead by cutting out middle management. Executives will be more involved in the daily operations of the company, thereby giving them a better understanding of the needs of the company and ways to reduce costs. Employees will be more invested in their jobs and feel a greater sense of satisfaction because of their newly discovered autonomy, responsibility, and respect.

#4 – AI Replaces Personnel

Companies learned that using AI may not have been the best way to reach customers. Impersonal marketing approaches and customer service did not impress customers who desire personalized attention. The need to connect with a person and have that person express concern and a genuine desire to make the customer experience better was a strong factor in customer loyalty and satisfaction. 

However, companies have not given up on AI yet. The use of AI will expand into other areas where personalized service is not necessary to keep customers happy. The workforce may see AI replace personnel in key areas that are not driven by customer need and satisfaction.

#5 – Cybersecurity Attacks Increase

Cybersecurity attacks have been on the rise and will continue to increase during 2019. Major corporate systems were victims of cyber hacks in 2018. Cybercriminals will likely continue to breach corporate cybersecurity measures to access valuable personal data stored on corporate servers. The trend to attack social network platforms to steal user data is also likely to continue into 2019 and beyond. 

AI is likely to play a major role in cybersecurity in 2019. However, hackers will discover new ways to exploit AI systems as companies begin using AI to counter attacks. The need for privacy policies and protection of customer data will continue to be a major concern for businesses, government, and individuals.

South Carolina Business And Corporate Lawyers

Predicting business trends for the upcoming year is never easy. However, by reviewing your organization plan and business goals for 2019, you can take proactive steps to make effective and profitable changes to embrace business trends that benefit your company.  Contact our South Carolina business compliance lawyers at Willcox, Buyck & Williams, P.A.  Our South Carolina business and corporate lawyers can help you develop a business plan that will work best for your company now and in the future.

5 Things You May Not Know About Business Financing

Obtaining funding for your business can be difficult and frustrating. You need funding for your business, but the process of obtaining business financing is not always as straightforward as you might assume. A simple mistake or error on your application for funding or the documentation you provide with your application could result in a denial of your application for business financing.

Working with a South Carolina business lawyer can help avoid some mistakes that could delay business financing.

Five Things a South Carolina Business Attorney Wants You to Understand About Business Financing

1.  Your credit score could affect business financing.

If you own a small business or you are obtaining a larger loan, the lender may require you to personally guarantee the debt. When you personally guarantee the debt, you agree to pay the loan from your personal funds if the company defaults on the loan.

Therefore, the lender checks your credit history when processing the application for business financing. If you have negative items on your credit report, it could impact your ability to obtain business financing.

2.  Using a Post Office Box raises red flags just like incomplete applications.

A lender does not like to see a Post Office Box as a business address on a loan application. The lender wants to verify that you have a physical location for your business. You may use a PO Box for a mailing address, but you need to use your physical address for your business address. A PO Box could raise as many red flags as an incomplete application.

Incomplete applications make lenders nervous because they are not sure if you meant to leave something off the application to conceal a problem. Therefore, review your application for business financing several times to ensure every section of the form is complete and accurate.

3.  You need to know how much money you need before approaching the lender.

You need to closely review your business needs to determine the exact amount you need for your company. You should meet with your accountant to obtain a realistic amount that your business needs right now.

The more money you seek, the closer the lender reviews your application for business financing. Many businesses ask for more money than they actually need, which can increase the risk of the application being denied.

4. You may qualify for financing through a government agency instead of a traditional bank.

Depending on your business, you may qualify for business financing through a government agency. If you are a Veteran, you may qualify for a VA business loan. Also, small businesses may find business financing through the Small Business Administration. Business financing through the SBA has many benefits that a traditional bank loan does not.

5. Write a compelling background statement.

Some lenders still require a statement about your business. A background statement can highlight your experience and resume in addition to the history of your business. You want to demonstrate your knowledge of the industry and your ability to successfully grow your business to increase profit. Successful growth and higher profits are a good indication you can repay the loan. In many cases, a background statement is part of your business plan, so make it a strong part of your business plan to highlight why you are a good candidate for business financing.

Do You Need Help From a South Carolina Business Lawyer?

Applying for business financing can be an overwhelming process. Contact our South Carolina business lawyers at Willcox, Buyck & Williams, P.A.  Our South Carolina business attorneys can help you through each step of the process. We can also assist you with other business matters that you may encounter as you grow and expand your business.


Protecting Your Trade Secrets – Seven Strategies to Implement Now

Protection of your trade secrets is essential for the success of your business. It is imperative that you take steps to protect your trade secrets now and in the future. The first step is meeting with our South Carolina business attorney to discuss strategies and develop a comprehensive Trade Secret Protection Plan. However, if you need help immediately while you wait for an appointment with an attorney, below are seven steps our South Carolina corporate law lawyers advise you take now to protect your trade secrets.

Seven Steps You Can Take Now to Protect Your Trade Secrets

  1. Require that all employees sign confidentiality and nondisclosure agreements as a condition for employment: In addition to requiring that key employees sign confidentiality and nondisclosure agreements, you should also extend that policy to prospective investors, marketing representatives, and any other individual who may have access to your trade secrets.

  2. Create and appoint a Trade Secret Compliance Officer: It does not do much good to have a comprehensive plan in place to protect your trade secrets, unless you have someone responsible for implementing the plan and enforcing the provisions of the plan. Some of the duties the compliance officer will assume as part of the procedure for protecting trade secrets is performing detailed record keeping, ensuring all agreements are executed correctly, collecting all protected materials when an employee leaves, and conducting exit interviews. If questions arise about trade secret protection, the compliance officer would be the person in charge of answering the question or developing an answer if necessary.

  3. Restricting access to trade secrets: Access to trade secrets must be limited to individuals who must have access to this information to perform their job duties. Remember, if an employee only needs some of the information related to the trade secret to perform his or her job duties, limit access to necessary information only instead of all information about the trade secret. Do not forget to use physical safeguards too. Keep trade secret information behind locked doors with restricted access. Group employees with access to trade secrets in specific, restricted areas. If documents are to be kept at desks or in file cabinets, all desks and cabinets should have state-of-the-art security locks, in addition to the doors to the area having high-tech security.

  4. Limit copies of confidential materials: Employees and others should be prohibited from copying confidential information, in any format. If an employee or other person requires a copy of the confidential information, this request should go through the Trade Secret Compliance Officer.

  5. All documents must have a trade secret designation clearly visible on the document and file: As part of your trade secret protection plan, you need a uniform system for identifying and marking documents related to trade secrets. Ensure that everyone with access to this information understands how to mark confidential items and recognize confidential items that should be treated with the highest level of security.

  6. Maintain computer security: Some companies neglect to ensure that trade secret information is secure on company computers and networks. All trade secrets files should have limited access. Employees and others must use a unique login and password to access restricted files so that the compliance officer can track access to these files.

  7. Educate all employees on trade secret protection procedures: All employees need to understand if they accidentally access restricted files or information related to trade secrets to notify the compliance officer immediately. If an employee witnesses unauthorized access, copying, or distribution of trade secrets, the employee must contact the compliance officer immediately.

In addition to discussing trade secrets with employees before they are hired and at the initial orientation, you should schedule regular meetings with all employees to review the company’s Trade Secret Protection Policy and Plan. Employees should have a clear understanding of the harm stolen secrets can cause for the company and the employees. In addition, employees should understand the consequences of disclosing trade secrets.

Contact Our South Carolina Corporate Law Lawyers for Additional Steps for Protecting Trade Secrets

The above steps are just some of the steps you need to take to protect your company’s trade secrets. Schedule a consult with a member of our team at Willcox, Buyck & Williams, P.A. today. Our South Carolina corporate law lawyers can answer your questions, develop an effective plan to protect trade secrets, and litigate allegations of trade secret theft.

Five Things You Should Know About Veteran-Owned Small Business Certification

When a disabled veteran opens a small business, he or she can apply for a Service-Disabled Veteran-Owned Small Business (SDVOSB) certification to conduct business with the VA. The U.S. Small Business Administration and the U.S. Department of Veterans Affairs have special programs designed for SDVOSBs that include sole source, set-aside, and subcontracting opportunities.  These opportunities can be very lucrative for an SDVOSB. According to the Small Business Administration (SBA), a minimum of three percent of federal contracting dollars should be awarded to SDVOSBs each year.

However, to qualify for federal contracts, you must first meet all eligibility requirements for certification and go through the process of obtaining the certification. Our South Carolina business and corporate law lawyers assist Service-Disabled Veterans apply for their certification so that they can take advantage of opportunities only available to SDVOSBs. We also provide assistance with all other aspects involved in operating a small business.

Things You May Not Know About Doing Business with the VA as a Disabled Veteran

The qualification process for obtaining your SDVOSB certification can be confusing and complex. Our South Carolina corporate lawyer can help you with each step in the process of preparing and filing your request for certification. Below are some facts about the requirements and steps involved in obtaining your SDVOSB certification.

  1. Your application for certification (also referred to as being “verified”) must be filed with the VAs Center for Veterans Enterprise (CVE). Upon being certified, your small business is listed on the CVE’s Vendor Information Pages database.

  2. The veteran must be considered a Service Disabled Veteran (SDV) to qualify for an SDVOSB certification. In other words, the Department of Veterans Affairs or the Department of Defense must have determined the veteran has a service-connected disability.

  3. At least 51 percent of the small business must be owned by an SDV. The SDV must also serve in the capacity of the highest officer for the business.

  4. The North American Industry Classification System code assigned to the procurement must recognize the SDVOSB as a small business under its size requirements.

  5. One or more Service-Disabled Veterans must control the daily operations and the management of the business. This requirement means that the SDV controls the long-term decisions made for the company in addition to the day-to-day administration and management of operations.

Since the federal government limits competition for some contracts to businesses that have received their certification as an SDVOSB, it is in your best interest to apply for certification so that you have access to this limited business opportunity.

Contact a South Carolina Corporate Lawyer for Help

The process for an SDV to qualify for an SDVOSB certification should be simple and quick so that the veteran can begin taking advantage of special programs for bidding on government contracts. However, because the VA thoroughly reviews all corporate documents and interprets the regulations and requirements for SDVOSB applications, many veterans who believe they qualify for certification are denied.

Contact our South Carolina small business and corporate law lawyers at Willcox, Buyck & Williams, P.A. Our lawyers can help you by preparing your application, reviewing your corporate structure and documents for compliance requirements, and appealing denials. Contact our law firm for more information.

How to Avoid Business Insurance Mistakes

Business owners have many important decisions to make regarding their business, such as the location, inventory purchases, labor, and advertising. However, one decision is often glossed over and not given the consideration needed to avoid costly mistakes — decisions about business insurance. Our South Carolina business formation and planning lawyers work closely with business owners to help them avoid insurance mistakes that could be detrimental to their business interests.

Five Business Insurance Mistakes to Avoid

  1. Failing to Read the Policy
  2. Insurance policies can be very lengthy, especially when you include the riders and other addendums. However, regardless of how daunting the task may appear, business owners need to read the entire insurance policy from cover to cover. It is imperative that a business owner understands the insurance coverage and all exclusions. If you do not have the time or you do not wish to read your policy, your SC business attorney can review the policy and explain the terms. After an issue arises, it may be too late to realize you chose insurance coverage that does not meet your needs.

  3. Limits are Too Low
  4. Many individuals make this insurance mistake, but so do business owners. Whether you are trying to save money on premiums or you are not fully aware of the insurance you need, it is always better to have more coverage than less coverage. For example, carrying a million-dollar liability insurance policy might seem excessive. However, if a young person falls and is injured on your property, the damages could total a million dollars or more if that person is permanently disabled and will not be able to work for the rest of his or her life. In many cases, once you pay for the initial premium, increases in insurance or additional coverage is not as expensive as you might assume.

  5. Failing to Purchase Business Interruption Insurance Coverage
  6. Whether it is a natural disaster or other unexpected problem, an interruption to your business can be extremely costly. Purchasing business interruption insurance coverage can provide income to cover overhead and expenses while you take the necessary steps to reopen your business.

  7. Failing to Purchase the Correct Insurance Coverage
  8. Insurance policies provide a variety of diverse types of coverage, which makes choosing an insurance policy an extremely crucial decision for business owners. For example, a business owner who purchases liability insurance, but fails to purchase casualty insurance may realize too late that his insurance policy does not cover his losses from unexpected events. Liability insurance only covers losses that other parties suffer because of claims against the business. Business owners need to discuss the distinct types of business insurance coverages with their insurance agents and SC business attorneys.

  9. Failing to Understand Duties to Indemnify or Defend
  10. Another important consideration when purchasing insurance is whether the insurance company will defend you if you are sued and whether the insurance company will pay a judgment against you. Some policies may limit coverage or place exclusions on the coverage of these two issues. It is very important to understand what the company’s duties and responsibilities are in the event of claims, lawsuits, and judgments.

Consult With a South Carolina Business Attorney

If you have questions about business insurance, contact our experienced business law attorneys to discuss your options and insurance needs before you purchase an insurance policy. Schedule a consult with a business lawyer at Willcox, Buyck & Williams, P.A. today to discuss the insurance options that are most necessary for your company.

Frequently Asked Questions About Starting a Business

Top 7 Frequently Asked Questions About Starting a Business

Starting a business is usually an exciting time for entrepreneurs. The ability for people to work towards a dream or passion on their own accord is an attractive way to make money and raise a public profile. However, starting a business can be difficult and risky. Working on a business is usually highly stressful work that can produce little fruit until the entity takes off, and it can sometimes seem like hard work was for nothing if the venture ultimately fails. Working with a skilled business formations and planning lawyer can take a lot of stress out of the process.

Those looking to start a business usually reach out to mentors or industry leaders in order to discuss ideas or inquire about the strategies and advice other entrepreneurs relied on as they launched their business ventures. Some of the most frequently asked questions about starting a business include:

  1. What Should My Entity Choice Be? The type of structure a company is formed under can have significant ramifications once it is time to pay taxes, especially considering some of the changes under the new Tax Cuts and Jobs Act. LLCs are usually a popular choice, but can be overly complicated for new people to set up, while a partnership can open up business owners to a host of liability problems.
  2. What about NDAs or Non-Competes? Business owners who believe they have a good idea are usually inclined to have those involved sign a non-disclosure agreement, or even a non-compete agreement depending on the industry. These types of agreements can lead to problems because they can sometimes scare off potential investors.
  3. Do I Need A Business Plan? Many businesses rely on a concrete plan to detail their goals for a product or service. However, too strict of a business plan can hinder a company if they want to innovate or deviate to pursue a different path.
  4. How Do I Get Money? Businesses need money to survive, and trying to find funding resources can be very difficult. The vast majority of businesses start out small, with expenses paid for through credit cards, personal funds, or money from friends and family. Angel investors, bank loans, and crowdfunding sites are other ways businesses can attract funding.
  5. What Kinds of Records Do I Need to Keep? Keeping detailed records of finances, taxes, stockholder minutes, and bank account information can make life much easier for tax reporting and general operational tracking.
  6. How Should Equity Be Distributed? Business owners should work out questions about equity among themselves, and with any other co-founders, in order to prevent problems down the road if someone wants to cash out with their share.
  7. What Are Some of the Biggest Mistakes Business Owners Make? Many of the same business mistakes echo across different industries. More common mistakes include not starting with enough money, underestimating marketing, and a failure to adapt to changing markets.

An experienced business lawyer will be able to answer questions about starting a business and be able to advise owners about local laws and tax regulations that can help save time and money. Schedule a consult with a business lawyer at Willcox, Buyck & Williams, P.A. today to discuss the business options that are most advantageous for your company.

Going for the IPO – Is your company ready?

Going for the IPO – Is your company ready?

Taking a company public through an IPO can be a big step for continued growth. Renaissance Capital says the typical newly public company sees its share price rise by about 31% from their IPO price. Even though the prospects of public attention and an influx of money can be very tempting for business owners, it is still very important to sit down and seriously consider if your company is ready.

Theoretically, you can take a business public at any time, but launching an IPO at the wrong time can really hinder the company’s future prospects if things go wrong. If you’re considering taking your company public, talk with a business and commercial lawyer before you do. In the meantime, here’s a list of considerations to think about while deciding if your company is ready for an IPO.

  1. Vision: People are not going to invest in a company if it has few growth prospects or if it has a product or service that is relatively mundane or uninteresting. Investors are also going to want to see a long-term strategy for the company and innovation plans, especially if the market is saturated with competitors.
  2. Transparency: A public company is fully exposed to the world and is responsible for fair disclosure of information via social media and other platforms. They also have to be aware that certain news might affect the price of their stock. If your company is not particularly social media savvy or comfortable with communications, it might be best to avoid an IPO for the present time.
  3. Management:  Many people look at the strength of the team and board of directors while making an investment decision. A public company must have experienced leadership that is dedicated to complying with regulations on financial reports and has interest in sticking with the company for the future. A public company also is subject to board of director requirements and must have board committees assigned to different tasks.
  4. Market: Even the most promising IPO can be quickly derailed in a bad market. A market in decline usually sees a reduction in the number of IPOs because the market window closes. A company must be comfortable in projecting market trends and be prepared to modify timetables or plans if necessary, especially if economic conditions are worsening.
  5. Finances: One of the trickiest tasks for a newly public company is complying with SEC regulations. Experts usually suggest hiring a specialist in investor relations and human resource professionals to manage SEC reporting and stock options for employees. It is probably best to put a company IPO on hold if you are not ready to hire an outside expert or are not willing to go along with SEC reporting requirements for public companies.

There is a lot to think about when getting a company ready for an IPO. An experienced business attorney will be able to offer guidance and advice to you and your company. Working with a lawyer will also give you the chance to ask questions about different aspects of an IPO and discuss other options, like dual tracking. For further guidance, contact Willcox, Buyck & Williams, P.A. today for a consultation.


Should I Choose a Different Business Organizational Structure After the TCJA?

The Tax Cuts and Job Act (TCJA) will affect every type of business in America, regardless of its organizational structure. With the dizzying number of changes in the TCJA, some people are wondering if any types of businesses will get more favorable treatment. As a business owner, you might want to discuss the new laws with a business organization lawyer.

Most of the significant changes will not affect large businesses. Experts anticipate small and medium-size businesses will feel the majority of the impact, for better or worse. Since every company is different, it is impossible to state whether you should change from your current organizational structure to a different one because of the TCJA. You will have to learn about the tax changes and decide how they will affect your business.

Changes That Affect Corporations

C corporations used to have graduated federal income tax rates of 15, 25, 34, and 35 percent under the old tax law, unless you owned a personal service corporation, for which the tax rate was 35 percent. Beginning January 1, 2018, corporations (including personal service corporations) will pay a 21 percent corporate tax rate. If your company is not a corporation and the 21 percent rate would be beneficial for your business, you might consider incorporating.

Corporations subject to the corporate alternative minimum tax (AMT) had to pay a 20 percent tax rate under the old rules. Beginning January 1, 2018, there is no more corporate AMT.

New Rules That Impact Pass-Through Businesses

Beginning January 1, 2018, there is a new deduction for the net taxable income passed through to owners of sole proprietorships, partnerships, certain LLCs, and S corporations. The owner gets a deduction of 20 percent of his or her qualified business income (QBI). The TCJA includes numerous restrictions and limitations for the QBI deduction, including higher income levels. Special rules apply to owners of service businesses, such as doctors, lawyers, accountants, and other professional practices, which reduce the value of this deduction for income that is more than $157,500 for an individual taxpayer or $315,000 for a joint return.

TCJA Changes That Can Impact Any Type of Business Structure

There are numerous new rules in the TCJA that affect businesses. A few of the highlights include:

  1. You will no longer be allowed to deduct the full amount of business interest beginning January 1, 2018.
  2. You are, however, more likely to be able to utilize the cash method of accounting instead of having to use the more labor-intensive inventory method of accounting.
  3. Depreciation rules are more generous than in the past. Previously, you were limited to a maximum of $510,000 in depreciation deductions for qualifying property. Beginning January 1, 2018, you can deduct up to $1 million of depreciation. Another bonus is that more categories of property will qualify as eligible property.
  4. Unfortunately, the TCJA slashes business entertainment deductions. Beginning January 1, 2018, there will no longer be a deduction for business-related entertainment expenses. The old tax code allowed a 50 percent deduction.
  5. The TCJA has a Scrooge-like approach to business net operating losses (NOLs). Previously, NOLs were 100 percent deductible, but now, you can only deduct 80 percent of your losses, which compounds the misery of business losses.

Schedule a consult with a business organizations lawyer at Willcox, Buyck & Williams, P.A. today to discuss the business structure is most advantageous for your company.