Business Valuations


Business Valuations
By Lance Wallach

     Business owners may face a number of issues when confronted with the death, disability, or retirement of an employee, partner, or shareholder.  Some of the dilemmas they face may include paying off business debts, having sufficient funds to pay estate taxes, leaving behind a stable operating business, and preserving the value of the business assets for heirs or family members.  A business valuation can begin the process of helping to solve each of these problems.
     When a business owner dies, retires, or becomes disabled, the heirs, partners or remaining shareholders obviously have to either liquidate the business or continue its operations.  Each option has its own set of parameters that can seriously affect the remaining parties.  Liquidation may be necessary to pay obligations such as business debts, guarantees, or estate taxes.  It may also be necessary if there is not enough working capital to continue operations. If the business ceases to exist, the liquidation value may be substantially less than the going concern value.   Not to mention that employees will lose their jobs.
     In the case of a partnership, if the partnership ceases to exist the liquidation value likewise may be far less than the going concern value.  When a partner retires, dies, or becomes disabled, the partnership may be required to dissolve and liquidate all assets, unless the partnership agreement provides otherwise.  The affected families will lose any income from the partnership, and employees and remaining partners could lose their jobs and possibly their investments.
     Continuing the business should be an option.  The heirs may attempt to continue the business or operate it until a buyer is found.  The deceased’s executor may be personally responsible for any operating losses and may not want to accept this risk.  The heirs may not be capable of doing the same job or may not get along with the remaining partners.  Their goals may conflict with those of the surviving partners.  Additionally, current operating capital may be insufficient to continue the business with all of the other funds necessary at death.  Selling out to a key employee, partner, or shareholder may be a logical choice and an effective method for everyone concerned.  But what will be the purchase price?  Can the other party afford to buy the business?  Where will the money come from?
     There are many methods to estimate the value of a business.  The potential solutions for problems caused by death, disability, or retirement may depend upon the proper value of the business.  After the value has been determined, the owner(s) may proceed in planning for the disposition of the business.  Determining the value of a business is an art.  There are no fixed rules, just general guidelines.  All characteristics of the business must be considered.  The value, however, is ultimately what a buyer will pay considering all relevant circumstances and bargaining at arms length.  This is referred to as the fair market value.
     Agreed Value:  The parties agree on a stated value.  This approach must be realistic and updated periodically.  An important element here is that the buyer and seller presumably have opposing interests; therefore, any price they agree on should represent fair market value.
     Appraised Value:  determined by a qualified appraiser, this option can be expensive, but it may be the value that is most likely to be respected by all parties.  In other words, the more expertise that is involved in determining the value, the more accurate the final determination may be.  Sometimes the parties or appraiser will base the value on a formula.
     Valuation Formulas:  There are numerous potential valuation formulas, but regardless of the method used, two points remain important.  First, the general factors considered by the IRS are still basic guidelines used for determining the value of a business for estate tax purposes.  Second, the particular nature of a business must be considered to determine which facets are the most important in valuing that business.  A mechanical application of the various methods may not be sufficient.  Lastly, the IRS may carefully scrutinize buy/sell agreements between family members.  In these situations, it is important that the value used be an accurate reflection of the value of the business.  If not, the IRS may not accept the value for estate or gift tax purposes.  This may result in more tax being due than originally planned. 
     Lance Wallach, CLU, ChFC, CIMC, speaks at more than 70 national conventions annually and writes for more than 50 national publications.  He can be contacted by calling (516) 938-5007 or through www.vebaplan.com
     The information provided herein is not intended as legal, accounting, financial, or any other type of advice for any specific individual or other entity.  You should contact an appropriate professional for any such advice.

2 comments:

  1. Accounting Today

    ‘Don’t Become A Material Advisor’

    JULY 1, 2011
    BY LANCE WALLACH

    Accountants, insurance professionals and others need to be careful that they don’t become what the IRS calls material advisors.
    If they sell or give advice, or sign tax returns for abusive, listed or similar plans; they risk a minimum $100,
    The McGehee Family Clinic enrolled in the Benistar Plan in May 2001 and claimed deductions for contributions to it in 2002 and 2005. The returns did not include a Form 8886, Rep

    In 2002, when I spoke at the annual national convention of the American Society of Pension Actuaries in Washington, people took notice. The IRS chief actuary Jim Holland also held a meeting similar to mine on abusive 412i plans. Many IRS agents attended my meeting. I was also invited to IRS headquarters, at the request of the acting IRS commissioner, to meet with high-level IRS officials and Treasury officials to discuss 419 issues in depth, which I did after the meeting.

    The IRS then set up task forces and started going after 419 and 412i plans. I have been profusely warning accountants to properly file under 6707A to avoid the large fines, but most do not. Even if they file, if they make a mistake on the forms, the IRS will fine them. Very few accountants have had experience filing the forms, and the IRS instructions are complicated and therefore difficult to follow. I only know of two people who have been successful in properly filing the forms, especially after the fact. If the forms are filled out incorrectly, they should be amended and corrected Most accountants call me a few years later when they and their clients get the large fines, either after improperly filling out the forms or failing to fill them out at all. Unfortunately, by then it is too late. If they don’t call me then, then they call me when their clients sue them.

    Lance Wallach is a frequent speaker on retirement plans, financial and estate planning, and abusive tax shelters, and writes about 412(i), 419 and captive insurance plans. He can be reached at (516) 938-5007, wallachinc@gmail.com, or visit www.vebaplan.com. Don’t Become a ‘Material Advisor’

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  2. Life Agents and Accountants Fined $100,000 for Selling 419 and Other Insurance Plans
    ________________________________________
    By Lance Wallach, CLU, CHFC Abusive Tax Shelter, Listed Transaction, Reportable Transaction Expert Witness

    ________________________________________
    Accountants and others fined $100,000 for signing tax returns and selling 419, 412i and other abusive life insurance plans. - Accounting Today - ‘Don’t Become A Material Advisor’ - Accountants, insurance professionals and others need to be careful that they don’t become what the IRS calls material advisers.
    If they sell or give advice, or sign tax returns for abusive, listed or similar plans; they risk a minimum $100,000 fine. Their client will then probably sue them after having dealt with the IRS.

    In 2010, the IRS raided the offices of Benistar in Simsbury, Conn., and seized
    I have been an expert witness in a lot of the lawsuits in these 419 plans, 412i plans, and the like, and my side has never lost a case. I have received thousands of phone calls over the years from business owners, accountants, angry plan promoters, insurance agents, and other various professionals. In the 1990's, when I started writing for the AICPA and other publications warning about these abusive plans, most people laughed at me, especially the plan promoters.

    In 2002, when I spoke at the annual national convention of the American Society of Pension Actuaries in Washington, people took notice. The IRS chief actuary Jim Holland also held a meeting similar to mine on abusive 412i plans. Many IRS agents attended my meeting. I was also invited to IRS headquarters, at the request of the acting IRS commissioner, to meet with high-level IRS officials and Treasury officials to discuss 419 issues in depth, which I did after the meeting.

    The IRS then set up task forces and started going after 419 and 412i plans. I have been profusely warning accountants to properly file under 6707A to avoid the large fines, but most do not. Even if they file, if they make a mistake on the forms, the IRS will fine them. Very few accountants have had experience filing the forms, and the IRS instructions are complicated and therefore difficult to follow. I only know of two people who have been successful in properly filing the forms, especially after the fact. If the forms are filled out incorrectly, they should be amended and corrected Most accountants call me a few years later when they and their clients get the large fines, either after improperly filling out the forms or failing to fill them out at all. Unfortunately, by then it is too late. If they don’t call me then, then they call me when their clients sue them.

    Lance Wallach, National Society of Accountants Speaker of the Year and member of the AICPA faculty of teaching professionals, is a frequent speaker on retirement plans, abusive tax shelters, financial, international tax, and estate planning. He writes about 412(i), 419, Section79, FBAR and captive insurance plans. He speaks at more than ten conventions annually, writes for more than 50 publications, is quoted regularly in the press and has been featured on television and radio financial talk shows including NBC, National Public Radio’s “All Things Considered” and others. Lance has written numerous books including “Protecting Clients from Fraud, Incompetence and Scams,” published by John Wiley and Sons, Bisk Education’s “CPA’s Guide to Life Insurance and Federal Estate and Gift Taxation,” as well as the AICPA best-selling books, including “Avoiding Circular 230 Malpractice Traps and Common Abusive Small Business Hot Spots.” He does expert witness testimony and has never lost a case. Contact him at 516.938.5007, wallachinc@gmail.com or visit www

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