QUESTION

What is the tax or legal effect of a trade of labor from one person and company ownership from another person?

Asked on Feb 02nd, 2013 on Taxation - Michigan
More details to this question:
Recording transactions for a stock ‘trade’Corporation X was doing programming work for corporation Y. The charge for the work was $40 per hour. But because of the poor financial condition of Y, it had accumulated a substantial unpaid debt to X. Facing considerable financial difficulties, the owner of Y asked the owner of X if he would be willing to continue to do the work for Y but at a reduced rate of $20 per hour. In exchange, the owner of X would receive, over a period of time, up to 50% ownership of Y. A deal was struck and X continued doing programming work for Y at $20.But due to poor cash flow, Y did not even have the revenue to pay X the $20, and so continued to accumulate debt to X. The owner of X allowed this to continue as he was building equity in Y. Eventually it was agreed by them that X had done enough work to qualify the owner of X for 50% ownership of Y. Of course, Y still owed X for repayment of the debt that had been accumulated: (1) the remaining balance of the charges when X was charging Y at $40 and, (2) the remaining balance of the charges when X was charging Y at $20.The original intention was that it would be the owner of X (and not the corporation X) who would get the ownership of Y. But now they need to know how to record the transaction.The problem they’re having is that, even after the equity purchase deal was struck, Y continued to incur liabilities in the amount of $40, of which $20 was cash payable to X and the other $20 was equity received by the owner of X. Even so, it was corporation X that did all of the programming work for Y. That is to say that, even though it was the owner of X who did much of the programming work, he always remained a W2 employee of X and never was considered an employee of Y. So now they are wondering if, since X did all the work for Y, that in spite of their ‘intentions’ it is actually X that owns 50% of Y.So my question is what is the legal effect of the transfer, or how to account for the transaction?
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2 ANSWERS

Appellate Attorney serving Grosse Pointe Farms, MI at Musilli Brennan Associates, PLLC
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As there appears to have been nothing beyond the agreement it would be wise to sit with a tax attorney and accountant to see how the accounting should be done. Legally it would appear that the employer of x, it it was paying a the person as a w-2 employee, is the owner of the equity in y. That, however, may not be the optimal ownership structure.
Answered on Feb 05th, 2013 at 3:48 PM

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Elder Law Attorney serving Hollister, CA at Charles R. Perry
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I suggest you directly contact a CPA or a lawyer of your choice for guidance.
Answered on Feb 05th, 2013 at 3:48 PM

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