Forming the business in Nevada is only worthwhile if you will be doing business in Nevada. If you still plan to do business in IL you will have register as a foreign corp/llc doing business in IL or just register in IL to start with. This works for large companies because they are doing business in multiple states anyway.
Whether or not the FST has taxable income would depend upon the Trust documents and if income actually passes to the beneficiaries or not. If income passes, then no tax on the trust. The beneficiaries (FLP & you and your wife) would recieve K1's similar to what you receive from your S-Corp now.
The income and losses that flow to the FLP would then flow through the FLP to the ultimate beneficiary individuals.
Is it worth it? That depends upon a lot of things, and not just your business. If you are talking a business activity of less than $1 Million, then I would say no. You also need to consider your age, size of your other assets, number of heirs, estate plans, etc.
Hope this helps.
Let's assume I set the LLC up in Illinois for reasons you stated. I expect revenue of $500K first year and approx $3-4 Million in sales within 5 years, netting about 8-9% after operating expenses (including salaries). Initial investment is about $50K.
My wife and I are 47 with 3 kids-two kids still in college. One recent graduate and one in college currently work with us in one of the family businesses (the Sub S). I need to decide how to structure the ownership of the new LLC when it has basically no value and in order to avoid a costly transfer at a later point in time.
You also need to keep in mind the existing Sub S has a valuation in excess of $4 Million, with total family assets of about $5 Million. The thought is to set this up properly from the beginning and eventually transferring the assets of the other business in the same format (i.e. FST owning 98% Limited interest of each business) at a later time. (We can deal with tax consequence of that later).
So I need to know if it's worth setting up these extra entities and doing all the extra tax/paperwork if the entity will have a significant value 20 years from now and whether it's a good idea to eventually structure all business in this manner for estate tax purposes. Who should own the new LLC? Should it be owned by the FST? What is the tax effect of this ownership?
With those extra facts, you (or more correctly, your heirs) can certainly benefit from some estate tax planning. Current estate tax laws are in significant flux so it is difficult to plan for the next year, let alone the next 20. But you can definitely lay the groundwork based on history and our assumptions of the political environment.
From my brief knowledge of your situation I certainly think it is worth the effort to set up the additional entities and deal with the paperwork. The ownership of the LLC, as you noted, could be the FLP and/or the FST. Given your assets and future plans, you would do well to skew the ownership of these entities to your children. You can structure the partnership agreement to distribute profits and losses different from the ownership splits (unlike an S-Corp). This would allow you to have majority ownership in the hands of your minor children, while still keeping profits & losses with you and your wife.
It is good you are thinking long-term on this and I hope you spend some time to sit down with your accountant and attorney to hash out details. It will be well worth your money.
The LLC would report on a 1065, the FST & FLP would report on a 1041. You may be able to forgoe the 1065 because the business will be fully owned by the FST.
Please clarify. Why would the FLP report on a 1041 instead of a 1065?
I would think that the LLC has to file a return for its business activities. Is it still a 1065 (partnership return) even though there is only one member/owner (the FST)? Would the FST get the K-1 for 100% of the income/expense activity?
If the above is correct, then I would assume the FST needs to file a 1041 to report the K-1 activity. What is the tax treatment in the FST for this? Does it pass through to the FLP with no tax effect on the FST? Does the 1041 have something similar to a K-1 to pass income/expense through to the FLP?
In the end, will the income created by the LLC, flow up through the FST, then the FLP and only taxed once on our personal side when the FLP generates its K-1?
The Family Limited Partnership would file on a 1065. It would still be a "partnership" but with only one entity (and one K1). I'm unclear as to actual the benefit of this specific arrangement but I'm sure your attorney proposed it for legal and liability protection.
The trust would file a 1041. Going back to my original post, the tax treatment would depend upon your trust documents and how income is distributed. In most cases, the income and losses would pass through the Trust to the beneficiaries (FLP or individual), with no tax burden on the trust.
At the end of the day the income will be taxed only once. The answer to where it is taxed depends completely on how the trusts and partnership documents are worded, and where the money actually goes. So if your intent it to have it be fully to you personally, then that's how you'd set it up and operate.
Certified Public Accountant (CPA)
MBA, CPA, 8 years as an Engineer, 5 years as CPA & Business Owner