英语强的亲,帮我翻译一下,明天交,有的亲帮我翻译了一部分,还差点,帮我.
We are still seeing the use of "split
rep codes" to buy and sell financial
services practices. Splitting the revenue
directly from the broker-dealer, such as
70/30, 60/40 or 50/50 for a period of several
years, results in ordinary income to
the seller of capital assets. The majority
of the money paid to the seller should
result in long-term capital gains tax
treatment if the proper documentation
is employed, such as an asset purchase
agreement. There arc many good ways
to transfer and pay for ownership. Splitting
revenue isn't one of those ways.
Installment sales are another oftenmisunderstood
issue. Most financial
services owners are cash-basis taxpayers,
as opposed to accrual-basis taxpayers.
For this reason, it makes little difference
whether, as a seller, one
receives payment from a note, an earnout
arrangement or a cash down payment.
What matters is when the income
is received. 7he fact that a retiring
In the last two months of every
year, sellers try to defer income.
But the rules are tricky. Money
held in escrow, for example,
may still be subject to tax.
Same for uncashed checks.
owner is paid over a period of three
years means that the owner is taxed
only on the money he or she receives
each year. This is less of a tax strategy,
however, in terms of deferring the payments,
than it is the reality of how
financial services practices are paid
for—out of their own cash flow, on a
contingent basis, over about three years.
In the last two months of every" year,
many owners try to time their tax consequences
and defer income into the
next year, the rules are tricky. If the
down payment is "constructively
received," which means the seller has
access to the money, taxes are owed for
the tax year of receipt. Leaving the
down payment for the sale of your
practice in escrow, for example, won't
beat the rules unless you truly cannot
gain access to your funds, factually or
legally, until some time in the next
year. For the same reason, receiving a
check on December 25 but not cashing
it until January 1 (the "holiday closing"),
won't cut it either. The best way
to defer receipt of a down payment late
in the year is to put the payment in the
form of a promissorN' note instead of
cash, and make it payable sometime in
January or February of the new year.
Alternatively, the seller could tie delivery
of the money to an event that cannot
be completed until sometime early
in the next year, such as "being personally
introduced to the 30 largest
clients beginning on January I."
There is a slight but little-known tax
advantage to a buyer who uses an earnout
arrangement to pay for a practice. If
an earn-out is used, as is the case in
about one-half of the financial services
transactions today, imputed interest
becomes a tax benefit to the
buyer. Farn-oiit arrangements
are typically uncapped. The
payments from buyer to seller
reflect the successful transition
of the cash flow to the new
owner. The higher the cash
fiow, the higher the price. But
interest isn't applied on top of.
or in addition to the principal—
it is imputed into the deal,
reducing the amount of principal
for rax purposes, and becomes a
1099-INT deduction for the buyer.
The tax consequences to the seller
depend entirely upon the tax classification
and treatment of the individual
assets that comprise the business. Typically,
these assets include the sale of
personal goodwill, a personal agreement
not to compete or solicit, furniture,
fixtures and equipment, a marketing
system and a personal services
contract obligating the seller to assist
post-closing. Typically, seller's goodwill
and post-closing support receive the
bulk of the tax allocation, but the actual
numbers are negotiable, to a point.
BUYING FROM WITHIN
Employees who buy stock in the financial
We are still seeing the use of "split
rep codes" to buy and sell financial
services practices. Splitting the revenue
directly from the broker-dealer, such as
70/30, 60/40 or 50/50 for a period of several
years, results in ordinary income to
the seller of capital assets. The majority
of the money paid to the seller should
result in long-term capital gains tax
treatment if the proper documentation
is employed, such as an asset purchase
agreement. There arc many good ways
to transfer and pay for ownership. Splitting
revenue isn't one of those ways.
Installment sales are another oftenmisunderstood
issue. Most financial
services owners are cash-basis taxpayers,
as opposed to accrual-basis taxpayers.
For this reason, it makes little difference
whether, as a seller, one
receives payment from a note, an earnout
arrangement or a cash down payment.
What matters is when the income
is received. 7he fact that a retiring
In the last two months of every
year, sellers try to defer income.
But the rules are tricky. Money
held in escrow, for example,
may still be subject to tax.
Same for uncashed checks.
owner is paid over a period of three
years means that the owner is taxed
only on the money he or she receives
each year. This is less of a tax strategy,
however, in terms of deferring the payments,
than it is the reality of how
financial services practices are paid
for—out of their own cash flow, on a
contingent basis, over about three years.
In the last two months of every" year,
many owners try to time their tax consequences
and defer income into the
next year, the rules are tricky. If the
down payment is "constructively
received," which means the seller has
access to the money, taxes are owed for
the tax year of receipt. Leaving the
down payment for the sale of your
practice in escrow, for example, won't
beat the rules unless you truly cannot
gain access to your funds, factually or
legally, until some time in the next
year. For the same reason, receiving a
check on December 25 but not cashing
it until January 1 (the "holiday closing"),
won't cut it either. The best way
to defer receipt of a down payment late
in the year is to put the payment in the
form of a promissorN' note instead of
cash, and make it payable sometime in
January or February of the new year.
Alternatively, the seller could tie delivery
of the money to an event that cannot
be completed until sometime early
in the next year, such as "being personally
introduced to the 30 largest
clients beginning on January I."
There is a slight but little-known tax
advantage to a buyer who uses an earnout
arrangement to pay for a practice. If
an earn-out is used, as is the case in
about one-half of the financial services
transactions today, imputed interest
becomes a tax benefit to the
buyer. Farn-oiit arrangements
are typically uncapped. The
payments from buyer to seller
reflect the successful transition
of the cash flow to the new
owner. The higher the cash
fiow, the higher the price. But
interest isn't applied on top of.
or in addition to the principal—
it is imputed into the deal,
reducing the amount of principal
for rax purposes, and becomes a
1099-INT deduction for the buyer.
The tax consequences to the seller
depend entirely upon the tax classification
and treatment of the individual
assets that comprise the business. Typically,
these assets include the sale of
personal goodwill, a personal agreement
not to compete or solicit, furniture,
fixtures and equipment, a marketing
system and a personal services
contract obligating the seller to assist
post-closing. Typically, seller's goodwill
and post-closing support receive the
bulk of the tax allocation, but the actual
numbers are negotiable, to a point.
BUYING FROM WITHIN
Employees who buy stock in the financial
