Corporate Tax Services
Managing the corporate tax department function is an ever increasing difficult task given the multiple reporting requirements an organization is required to meet for federal and state tax compliance, SEC reporting and Sarbanes-Oxley. Each one of these issues can be complex independently but are made particularly complex when trying to juggle strategy, planning and risk, in addition to meeting what can be multiple filing obligations.
The corporate tax team of Centerprise Group can help you make the right decision at the right time and ensure that taxation issues do not end up running your business. We have extensive expertise in providing federal, multi-state, and international tax compliance services to our clients. Our tax professionals specialize in U.S. tax compliance and other regulatory reporting work and can offer assistance at all stages in the annual reporting cycle.
Our team can help with the following:
- Corporate Tax Compliance (Federal, State & International)
- Preparation and review of federal and corporate and partnership returns
- Preparation of disclosure requirements
- Assistance with calculating federal and state estimated tax payments
- Providing fast, efficient, cost-effective tax compliance processes
- U.S. tax return and information reporting for foreign business entities
- Preparation of state and local returns including income/franchise, sales/use, property tax and escheat
- FAS 109
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Centerprise Group’s professionals understand the legislative and accounting issues related to FAS 109 while providing management with the most complete and accurate information about the company’s effective tax rate. Our specialist can perform detailed assessment of internal controls related to tax functions of your company and implement strategies to be in compliance with Sarbanes-Oxley provisions including enhanced disclosures of financial results and new reporting responsibilities. Our services include preparation of tax accrual computations, deferred tax roll-forward and cushion analysis.
- FIN 48
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As a result of FIN 48, Accounting for Uncertainty in Income Taxes, companies will need to determine whether their uncertain income tax positions are more likely than not to be sustained on merits. FIN 48 will be effective for fiscal years beginning after Dec. 15, 2006. Centerprise Group’s tax practice offers complete services to help your tax department cope with FIN 48.
Monitoring Uncertain Tax Positions
You don’t want to find out about important law or policy change one quarter too late.
Once we understand the variables relevant to recognition and measurement of your most important and uncertain tax positions, we can monitor those variables, alert you to any changes, and help you evaluate the effect of the change on prior recognition or measurement determinations.
For your most sensitive positions, we also can periodically (and anonymously) interview officials in government, allowing you to anticipate important changes and to comply with FIN 48’s requirement that a company disclose any uncertain position that could significantly change in the next 12 months.
We will provide a quarterly report on these positions we are monitoring. This report will identify any changes and describe, in our view, how they may affect recognition and measurement—in time for you to calibrate your FIN 48 analysis.
Eliminating Uncertainty
We can help you eliminate uncertainty through voluntary compliance agreements, ruling requests, and FOIA requests.
We have the know how to help make your tax positions less uncertain. For example, a revenue department may have issued a ruling to another taxpayer on your particular position. In many cases, rulings are often available only pursuant to a request made under open government laws. Centerprise Group can make that request for you—effectively and anonymously. If no ruling exists, consider requesting a ruling on an uncertain tax position. Often, a taxing jurisdiction will discuss the issue anonymously with us before we make the request.
Finally, if nexus is your issue, consider voluntary compliance. You may be able to cut several years off a FIN 48 nexus reserve by entering into a voluntary disclosure agreement with a jurisdiction where you have not been filing. Again, Centerprise Group can help you do this effectively and anonymously. We can even help coordinate a multi-state approach to minimize the risks associated with state sharing of information. - Mergers & Acquisition Consulting
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Tax-efficient acquisition structuring can make the difference between a mediocre deal and a successful one. Plus, effective planning and structuring can help you avoid complicated legal and regulatory issues, especially in cross-border acquisitions. Centerprise Group offers these services and more for private equity investors and strategic corporate buyers and sellers.
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With hands-on experience serving financial and strategic buyers in all types of acquisitions, investment and financing structures, disposition alternatives, and post-transaction and integration activities, we are well-positioned to advise in many critical areas, including:
- Highly leveraged buyouts and recapitalizations
- Cross-border transactions, both inbound and outbound
- Transfer pricing issues, including examinations and appeals to Competent Authority
- Strategic alliances, joint ventures, and consortium investments
- Initial public offerings
- Divestitures and spin-offs
- Tax-free and taxable acquisitions of assets or stock
- Industry consolidations
- Debt and minority, preferred, and side-by-side equity investments
- Public offerings and private placements for inbound and outbound investors
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A successful deal structure, especially one involving cross-border operations, relies on a delicate balance between your investment interests and the interests of co-investors, sellers, management, and lenders. It affects the timing of cash flows, reported earnings, potential tax savings, and your ultimate return on investment. The impact of different regulatory environments, legal systems, tax laws, and financial reporting and accounting conventions can be significant.
- With these transaction aspects in mind, we can:
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Suggest alternative tax and accounting structures, such as taxable versus tax-free acquisitions, stock versus asset acquisitions, and leveraged recaps
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Identify opportunities to reduce taxes in whatever jurisdictions you and the acquisition target conduct business
- Maximize utilization of acquired net operating losses
- Foreign Tax Credit Planning & Consulting
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Centerprise Group’s professionals understand the legislative, accounting and operational issues related to identifying, calculating and documenting your foreign taxes in order to claim and substantiate your foreign tax credits on your U.S. corporate tax return.
Centerprise Group’s foreign tax credit services provide you with a turnkey solution that affords complete and accurate information about the company’s foreign tax credit tax. Our specialist can perform detailed assessment of internal controls related to your FTC tax functions of your company and implement strategies to be in compliance with Sarbanes-Oxley provisions including enhanced disclosures of financial results and new reporting responsibilities. - International Tax Planning & Consulting
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Companies with foreign interests and operations must keep pace with constant tax, legislative and regulatory developments in multiple jurisdictions. It takes thorough planning on an international scale and having the most efficient overall tax structure in place to effectively address long-term business goals and specific issues. Proper reporting of international tax matters from both an accounting for income tax and tax compliance perspective is also critical. International tax planning can lead to significant reductions in your tax burden, both locally and globally, and ultimately strengthen your company’s ability to remain competitive.
Centerprise Group’s professionals have broad experience in helping companies engaged in multinational businesses efficiently manage their tax burdens as well as comply with today’s complex reporting requirements. We make sure our clients stay up to date on new developments that affect their businesses. Our professionals routinely assist with:
- Repatriation planning
- Efficient management of supply chain
- Transfer pricing planning
- Cross-border restructuring
- Accounting for income taxes
- International compliance
- Outsourcing
- Section 382 Studies
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IRC Section 382 was enacted to guard against the “trafficking of loss carryovers.” The limitation imposed by this rule restricts the amount of a corporation’s taxable income that can be offset by a taxpayer’s net operating loss (NOL) carryovers (“382 limitations”) in taxable years after a change of ownership has occurred. Essentially, the rule was implemented to prevent both public and private taxpayers from transferring stock to utilize the respective corporation’s NOL. The “382 limitation” is triggered when a corporation undergoes a greater than 50% ownership change over a three-year test period. This generally applies to public and private corporations that have tax attribute carryovers and are turning the corner to profitability and utilizing the tax attribute carryovers or are releasing the valuation allowance against deferred tax assets under FAS 109. IRC Section 382 imposes parallel restrictions on the carryover of capital losses and certain credits.
Centerprise Group’s experts have an in-depth understanding of IRC Section 382 rules and restrictions. We work closely with our clients to address aggregation and segregation rules, constructive ownership and attribution rules, anti-stuffing and reduction for non-business asset provisions, and net unrealized built-in gains and losses, among other significant issues. A thorough IRC Section 382 study enables a company to identify available tax benefits, and to plan effectively for the future. - Overall Foreign Loss Studies
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Calculating a corporation’s Overall Foreign Loss (OFL) is a very detailed and complicated matter that impacts a corporation’s effective tax rate by significantly reducing the amount of foreign tax credit that can be utilized. Appropriate calculation and management of a company’s OFL is an ongoing responsibility in order to manage repatriation of foreign earnings. It’s critical that you calculate your OFL before it can interfere with effective tax planning.
We have extensive experience in helping clients address the many elements that affect your OFL. To ensure that the OFL calculation is correct, our team focuses on obtaining up-to-date, accurate information about all of a corporation’s business activities, recognizing that they all have an impact on OFL. - Tax Due Diligence
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Meticulous due diligence has never been more important than in the current environment. Everyone in the business community is on the alert for any sign of aggressive accounting or overly creative financing transactions. In fact, due diligence findings or a deal’s tax ramifications can ultimately make or break a transaction. Our team eliminates the guesswork and creates complete transparency for all parties. Lenders, investors and partners will be particularly reassured to know your business is well represented in M&A or funding transactions.
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Let Centerprise Group handle all your diligence needs in the areas of taxation and accounting. Centerprise Group can provide you with a full coordination of the above areas rather than a splintered diligence effort, which is often not a collaborative effort. Centerprise Group’s diligence “team” effort is a key strength of ours as we can insure that no important issues fall through the cracks due to lack of communication or coordination.
- Applying our proven method of due diligence enables us to:
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Evaluate and determine quality of historical and projected cash flows, earnings and capital expenditures
- Identify hidden costs, contingencies and commitments
- Assist in structuring purchase price adjustment mechanisms
- Assess a target company’s internal control structure
- Identify and quantify industry-, country- and deal-specific risks and opportunities
- Understand the effect of regulatory matters on a target company’s industry
- Identify and quantify tax exposures and optimize related benefits
- Doing Business (Nexus) Studies
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Many companies conduct business in multiple states or have sales in other states. Because operations and laws change continually, businesses often do not have confidence that they are complying with state and local sales and income tax laws. Although any company may benefit from these services, it provides the most benefit to expanding businesses and those that have experienced change over the past five years. Centerprise Group can conduct nexus studies and prepare tax exposure analysis to assist the company in its compliance, prioritize tax compliance projects, and avoid unexpected obligations.
- Earnings & Profits Studies
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Calculating corporate earnings and profits (E&P) is a complicated matter. E&P is the measure of the cash-equivalent amount available to a corporation for paying dividends to shareholders. However, the term dividend for income tax purposes does not correspond to the term dividend under state law. A corporate distribution may be a tax dividend even if it impairs capital or is otherwise unlawful under state law. A distribution may be a lawful dividend under state law without qualifying as a tax dividend. And either way, E&P is not the same as taxable income. E&P calculations take time and require information that may not be readily available – and it’s critical that you calculate E&P before it can interfere with effective tax planning.
We have extensive experience in helping clients address the many elements that affect E&P. To ensure that the E&P calculation is correct, our team focuses on obtaining up-to-date, accurate information about all of a corporation’s business activities, recognizing that they all have an impact on E&P. Our technical tax to the corporation’s E&P account. The E&P experts at Centerprise Group are also equipped to help U.S. corporations with foreign subsidiaries determine E&P for these subsidiaries. - Other Services
- REIT Tax Services
- SOX 404 (Taxes)
- Stock Basis Studies
- Interim Tax Director
- Staffing Placement