This lesson is divided into two parts.
First, you will learn about two penalty taxes imposed on
corporations to restrict the accumulation of income inside the firm.
The accumulated earnings tax and the personal holding company tax.
In the second part, you will learn about rules that deal specifically with
the computation of tax liability for related corporations.
The regular corporate income tax is augmented by two special penalty taxes,
specifically the accumulated earnings tax and the personal holding company tax,
prevent corporations and their shareholders from circumventing
the double taxation of dividends and the steeply progressive marginal tax rates,
historically applicable to individual taxpayers.
Not withstanding the anti-tax avoidance objective of these taxes,
their overall economic effect waned over time as the gap between
individual and corporate tax rates narrowed to less than five percent by 2017.
However, beginning in 2018,
their importance has been re-established by the enactment of
a flat 21 percent corporate tax rate and 37 percent marginal tax rate
for the highest income individuals under the tax cuts and jobs act.
In other words, a high income individual now has
a 16 percentage point incentive to shift personal income to the corporate form.
Nevertheless, the rules underlying these provisions are complex and lengthy,
thus our focus will be relatively broad.
Let's examine each penalty tax in turn.
The accumulated earnings tax targets
profitable corporations motivated by tax avoidance to accumulate profits
inside the firm that is not distribute them to
shareholders as dividends beyond reasonable business needs.
In particular, code sections 531 to 537 imposed
a 20 percent tax on current year
corporate earnings accumulated without a reasonable business need.
What constitutes a reasonable business need?
For starters, most corporations are allowed a $250,000 minimum credit.
Thus, they can safely accumulate
$250,000 of earnings over time without incurring the penalty tax.
The statutes also make exceptions for accumulations due to working capital needs,
debt retirements, and certain contingencies such as lawsuits.
Treasury regulations also offer extensive guidance
on what are reasonable and unreasonable earnings accumulations.
Ultimately, the burden of justifying
reasonable business need is on the taxpayer, not the IRS.
Thus, the courts often defer to the judgment of corporate managers so
long as business needs are documented in a business plan with economic substance.
The personal holding company tax,
the second penalty tax on corporate accumulations,
was created to prevent taxpayers from avoiding higher graduated
individual tax rates by using so-called incorporated pocketbooks,
incorporated talents, and incorporated properties.
In the first situation,
wealthy individuals transferred investments to a corporation in exchange for its stock.
The individuals could then enjoy
lower corporate tax rates and the dividends received deduction.
Incorporated talents are highly compensated individuals such as an actress would
form a wholly owned corporation and agree to work for the corporation at a small salary.
The corporation would then contract out the services of its owner employee for
a large sum with the majority of the income taxed at lower corporate rates.
The third situation is similar to the other two but
involves investment property and lease back agreements.
Code Section 541 penalizes these strategies by imposing
a 20 percent tax rate on the undistributed income of a personal holding company.
The idea is to incentivize the distribution of net profits to shareholders by
otherwise imposing an expensive tax on top of the regular corporate tax.
The code does provide several rescue provisions to help
corporations avoid the tax through special dividend payments.
To avoid overlap, personal holding companies are
not subject to the accumulated earnings tax.
So, what exactly is a personal holding company?
The definition in the code is fairly technical and multifaceted.
In short, however, a personal holding company is
a closely held corporation that derives
at least 60 percent of its ordinary income from dividends,
rents, capital gains, and certain forms of personal service income
and more than 50 percent of the stock value is held by not more than five individuals.
Note that certain entities such as life insurance companies and
some banks are excluded from this definition.
Michael P Donohoe, PhD, CPAAssociate Professor of Accountancy and PwC Faculty Fellow
