When NOT to have your LLC taxed as an S Corp | Sole Proprietor vs. S Corporation
Вставка
- Опубліковано 20 чер 2024
- In this video I discuss 4 scenarios when you should NOT have your LLC taxed as an S Corporation. Specifically, I discuss the four items list below.
A quick note that if you're ready to form your business, I've partnered with the following companies. Use the links below as some of them include coupon codes to receive up to $100 off their services:
Inc Authority: bit.ly/incauthoritycoupon
IncFile: bit.ly/incfilecoupon
Zenbusiness: bit.ly/zenbusinesscoupon
BetterLegal: bit.ly/betterlegalcoupon
1. How much profit should you be earning before the S Corporation election makes financial sense. Detailed Video discussing when an S Corp make financial sense: • When Does an S Corpora...
2. How large amounts of W-2 income can negate the tax savings of an S Corporation. Detailed video discussing W-2 and small business income: • Small Business and W-2...
3. What happens when your state doesn't recognize the federal S Corporation. Detailed video on cities and states that tax S Corporations: • Does Your State or Cit...
4. Why passive income, such as buy and hold rental real estate, should not be taxed as an S Corporation. Detailed video on how passive income is taxed: • Why Rental Property In...
Take what you learn from this video and ask your legal or tax professional all of your specific questions. If you want to contact me, my information is below.
If you learned something from this video, please like and subscribe and follow me on my various social media handles below. If you would like to contact me with a specific question, please visit my website or leave me a comment.
Website: www.navimarajcpa.com
Email: navi@navimarajcpa.com
Phone: (561) 318-0232
Instagram: / navimarajcpa
LinkedIn: / navimarajcpa
Twitter: / navimarajcpa
Facebook: / navi-maraj-cpa-pllc-10...
This video was created for informational purposes and it is not to be construed as legal and tax advice specific to your unique situation.
© Navi Maraj CPA PLLC. All rights reserved.
#LLC #SCorp #Taxes
You gave more information than most CPA's would
Thank you so much for the very informative video. I will definitely check the rest of your videos. You have answered so many of my questions. 🙏🏻 Thank you!
Well explained and super helpful Navi! You answered questions I had concerns about.
Very informative! Much clearer than many other articles & videos I've seen. Thank you!
This video was VERY helpful! Thanks so much. Everything you mentioned was exactly what I was looking for in my circumstance. I make a fairly decent amount of money at my day job but also have made good money this past year in e-commerce. I've been torn because everyone online is mentioning that an s-corp is the way to go. This confirms a lot of my worries. Thanks again for your time.
much wisdom, I’m a young entrepreneur and I notice the things many people aren’t aware of as I navigate through the business world and how I could have messed this up or overdone that. you said some terms business owners likely overlook. There’s more to just having a business and doing what you “think” is right.. we need the definitions and differences/knowledge between simple words. As entrepreneurs we have to look for this knowledge when not taught! Great video!
Thanks for the information. I watched three videos prior to this one. I understood it better after watching your video, especially the difference pertaining to legal structure and income tax structure.
Thanks for the feedback! Glad you are learning and the video was able to clear some things up for you.
Thanks for publishing this! Very informative!
You're welcome - thanks for the support!
Love all this content! We spoke once and soon as I get my RE business up over 40K I will be in touch. Thanks for sharing all this knowledge!
Thanks Maria - glad you're enjoying it!
this video is a must watch for anyone starting an LLC. answered all the questions I have been trying to google for weeks
Thanks for the comment and support!
Very well presented. Perfect level of information without being repetitive.
Great video. Thank for explaining the difference exactly what i was looking for.
You're welcome! Glad you found it helpful.
I appreciated this video so much. Thanks for this useful information 😊🙏🏿
...and I appreciate your comment! Glad you are learning and it helped you. 👍🏼
super helpful, these concepts are often so dry and abstract but you make them easy to understand, most of us LLC peeps are better at our skillset than tax law, but that's why we're here to learn! subscribed!
Glad you found it helpful Kimberly and thanks for subscribing!
I agree, this was made to be easy to understand! I am in the process of filing my LLC and this really helped me.
Clarified so much - thank you - can't wait to learn even more as a new subscriber!
Glad to hear you’re learning new things. Thanks for subscribing!
Great video and a lot of good information. Thanks for sharing! Quick question. Would AdSense paid on UA-cam videos be classified as passive with the IRS?
Great question! Unfortunately not, Ad revenue is active income which is subject to self employment taxes.
Finally. After a dozen articles and countless videos one that finally makes it all make sense.
thank you, I found your video is more deep dive than most of the other videos.
Thanks! The deeper dive is where all the good stuff is.
This is gold! Thanks for the knowledge!!
Thanks so much for the comment @Stained Glass DIY! Glad you found it helpful!
Thank you for explaining this. Your video is very informative!
You're welcome @Fen K! Glad you found it helpful.
so informative thank you!!
This video is great! Exactly what I’ve been looking for
Thanks for the feedback Connor, glad you found it helpful!
Thank you, Navi, very informative. Subscribed
You’re welcome. Thanks for subscribing to the channel.
just the part about the 137k w2 cap saved my butt with regards to starting an S-corp. Thank you!
Glad you got value out of the video! I explain in detail the impact of having a W-2 job and a small business in this video: ua-cam.com/video/1kufkdonBEU/v-deo.html
Thanks for the videos. Definitely learned alot.
You’re welcome LaMonte. Glad you are learning - that’s what the channel is all about!
That was super helpful and so easy to understand. Thank you!
You’re welcome!
Very helpful info! Great explanations. Thank you!
You're welcome, Stephen. Glad you found the explanations helpful.
Thank you Navi you are very helpful and you explain everything.
Thank you Flora! Glad I can help you understand these concepts.
Thank you for the great info!
I am so happy to have found your videos!
The feeling is mutual Jennifer!
this is such a great video. Thanks!
Great video in a concise format without a lot of fluff!
Thanks @Tujaze. Appreciate the feedback.
Wow, I have tried to understand the true meaning of active and passive income for years and this is the first time that it made sense.
Another factor that makes it extremely difficult to determine the advantage of an S-corp in the QBI deduction. Without the S-Corp, all profits could be eligible for the 20% QBI deduction, but the S-corporation will force you to take some of those profits as wages. So you actually pay a higher tax rate on at least some of your income than you would without the S-corp.
thank you for those great advises
You're welcome Emmanuel.
Great information! Thank you
You’re welcome Jennifer!
Great channel. Thank you for your time
Thanks for the feedback John!
This video is full of useful information. Thank you.
Thanks...please consider sharing with your fellow entrepreneurs because I am not sure this is communicated enough.
Appreciate the S Corp tip. Im in NYC and couldnt figure out why my CPA told me not to bother with turning my LLC into an S Corp
Thanks man. Read about this concept on White Coat Investor (that mixing a well-paying W2 job with an S-corp side hustle may actually cost you more) and was looking for confirmation. Appreciate it.
You're welcome....I'm pretty sure I read the same article/post on White Coat Investor. This topic is not discussed as much as it should be.
Thank you got your wisdom
I’m glad i came across your video before fax my SCorp form. I currently own property and rent them
I’m glad too Dominique! Congrats on avoiding a mess.
Great explanation ... especially re: passive income.
Point number 4 is huge! That should be number 1 in my opinion. Super helpful. I think I will wait to do the S-corp status, because it sounds like a huge headache.
Hi Navi.. So glad to have found this video. You explained things so well.. I do have a single member LLC in FL and my ex-CPA was "pushing" me to elect for S-Corp in 2021 without explaining anything, so I have to file 1120-S for 2021 tax year.. My activity is flipping raw land on the side. And yes I do have a W-2 of +$130k. I did a deal with some profit (not $40k) on the first year of business 2020 but nothing in 2021. I do own two lots: 1 in FL and 1 in NC. Is this activity considered as Passive income by the IRS? Also if there is no profit at all in 2021, will it be mandatory per IRS to "pay myself"? Will there be annual maintenace fee as well? Thanks a lot for your input!
This was a really helpful video.
Thanks Miss Detroit! Glad you found it helpful!
I know this video is a couple years old. I have an accountant that recommended me doing S corp. Most of my income comes from what I think of an call passive but still confused as you go over this. I have royalties from designs I have made (print on demand) that I make money on when they sell but other companies do the selling, printing and shipping, I get a royalty. other is commissions from sales from product videos I have made. Again it is on another platform, when someone watching my video and customer buys I get a commission, like affiliate commissions and I get that too. Lots of money coming in from many sources like this.
Awesome video. Did not know about the passive rental incomes not subjected to self-employment taxes!
Thanks for the feedback @Douglas Gee. Glad you learned something new by watching. I’ll be shooting a video soon on the details.
The Best explanation ever.......
Great video. Super simple information that a regular person can understand. Ive been in business for 25 years and am getting hit hard on se tax. If I were to "elect to be a s corp" what implications would it have on my situation if I am planning to slowly taper the business down in 5 years. Currently a LLC with 100k in profit. Have business assets (landscape business), Ive read some info on how those assets would have to be treated if electing to be a s corp and that is confusing as to future tax implications
Thanks ! You are a great accountant - I like seeing your type ; it gives me hope for the profession.
Thanks Stacey! Does that mean you're considering being an accountant?
@@NaviMarajCPA I am a CPA & CMA- been an accountant in industry for 12 years - just started at a small firm to try to share my years of experience ( was in sales before accounting ) we will see how it works. I realize my ethical standards are more inline with facts, circumstances, and intent so we shall see how this chapter of advisory services works out🤷♀️
I know what you mean @Stacey...I worked in audit for one of the Big 4 prior to what I do now.
I have had a hard time getting my foot in the door bc I don’t have the Big Four audit experience ... I am not gonna lie.. it is very frustrating for me but I shall keep working hard, learning & one day I will hopefully be where I would like to be with my career. It has been hard to not give up. Some times I feel like the line from the Blade movie - some mf’s always trying to ice skate uphill. Plus, in industry, I have had ethical struggles where my values don’t align with executive level management. So hopefully I can find a work home one day... which is why I always like to give people kudos for not being wishy washy with tax laws & suggesting a person can play the “audit lottery” 😡
THANK YOU!!
Thanks for the informative video. Question: I have a full time job, and I trade stocks (day trading). What’s the best entity to form? Thanks in advance.
great Video thanks!
Glad you liked it, Heather!
Thanks for sharing
You bet! Thanks for taking the time to comment.
Excellent- very succinct video
Thanks Robert…appreciate the feedback.
Thank you!
You're welcome....good luck on those remote controls. :-)
Informative. What is the time frame we have as a new business to decide if we want to be taxed as an s corp or not? Is election something we can change from year to year or once elected we can't adjust?
Very informative. I have been using Sole Proprietorship and using my SSN because of my low gross earnings, etc. I am planning to change to the C Corp as my goal is to acquire and rent out CRE properties. I look forward to viewing your other videos. Thanks
Glad it was helpful!
Great video!!
Thanks for the feedback!
Thank you.
You’re welcome Glenn!
Great video, in plain understandable English 👍🏾
Thanks for the feedback @Mark Williams! Glad you found it helpful.
Thank you
The detailed videos that expand on the 4 reasons NOT to have your LLC taxed as an S Corp have been produced and are located in the description. Also, If you're ready to form your business, I've partnered with the following companies. Use the links below as some of them include coupon codes to receive up to $100 off their services:
Inc Authority: bit.ly/incauthoritycoupon
IncFile: bit.ly/incfilecoupon
Zenbusiness: bit.ly/zenbusinesscoupon
Northwest Registered Agent: bit.ly/northwestregisteredagen...
BetterLegal: bit.ly/betterlegalcoupon
Let me know if you have questions!
Are you taking on new clients? I need help BIG time.
Which have discounts and are codes still working? Thank you.
Thank you for the very informative video. I know you mentioned NYC taking extra tax on S - corp but how about NYS?
You’re welcome. Your question has an answer that changes depends on different factors that I can’t get into here. In general, know that New York requires S corporations to file a New York S-election form to be considered an S corporation to New York. Additionally, New York S corporations are required to pay the corporate franchise tax based on New York receipts (sales).
Very useful information. I know some of my business activities are not subject to self employment taxes so an S Corp tax designation wouldn't make sense. Thank you!
You're welcome!
I did subscribe to your channel...very, very informative. Question. I have a full time job and I also trade in the stock market heavy..do you recommend forming an llc through a holding company to avoid BIG capital gains tax and also, can I pay myself as a stock trader?
I had same question, will be waiting for the response. I would also appreciate if he can touch on income brackets. Thanks!
Thank you for this information. I earn 100k as employee and 100k in my LLC. This suggests just stay under LLC for self employment tax reporting
Hi @Scott Gier. This video may help you further: ua-cam.com/video/1kufkdonBEU/v-deo.html
Thank You 🙏
You’re welcome!
Great video and very informative. What’s the best classification I’m a little confused S-corp or C-corp I don’t really sale a product, I’m an actor working as an artist in different projects? Thank you
Thanks L. Guido. This depends on a few factors. Make sure forming an entity makes financial sense for you....perhaps watch this video to start with...it is entitled, When does an S Corporation make financial sense? ua-cam.com/video/QFYFGfHOuwI/v-deo.html
Thanks
You’re welcome!
Watched all your videos today and subscribed, just wondering on the high w2 and s-corp, my reasoning for s-corp is to get the sep ira which offsets some tax etc… not sure if this strategy makes sense. I make somewhat the same on net business and my w2 work
There are a lot of rules about this and so you should discuss it with someone. But just so you know, you can establish a SEP IRA and even a solo 401(k) as a sole proprietor.
There is no Medicare cap. Just 6.2 soc sec that gets capped.
Out of state Corp does not avoid state tax unless you live there. Your nexus is home state. The other no tax states are chosen for asset protection, not tax unless you have part or full nexus with your business activity.
Great points Hooch!
Do you have a video about the difference/benefits of creating our business as a INC S-Corp vs a LLC with S-Election?
No, but there would not be any difference from a tax perspective for the majority of businesses - only legal differences.
What a great video! Thank uou Sir. I'm ao confused lol. I have a couple of small rentals. Total rent a year is around $37,000. I pay the "triple net"(long story) 😂. Last year I paid a crazy amount in taxes. After triple net and repairs that $37,000 went down to $22,000. And i still pay taxes. Its pretty frustrating
Mr. Maraj I am a Realtor. 3 parts here:
1) The last 5 years I have been taxed to death with an LLC. My accountant NEVER told me about an S-Corp. I paid between 14,000-25,000 each year to the IRS. Mostly the latter. Ughhh
2) I have just moved to another state and will be doing Real Estate as well. I will have to build up my clientele all over again so can I set up an LLC and change and file an S-Corp in a year when I have profits over $40,000? Can you change your filing status from the original? LLC to add S-Corp a subsequent year or vise-versa depending on profits? Toggle between each year-to-year depending on profits?
3) I have been a housewife most of my life so I have NOT paid into SS much except for the last 5 years. Does it make MORE SENSE to continue to be only an LLC without an S-Corp to to ensure my SS for later on in life? I am not married and was not married for 10 years.
i formed my LLC in 2015 and was told by an accountant to set up a sub chapter S. however i dont have enough time to file the 2553 since its Jan 2!
Hi PJ...ask your accountant if he/she can help you file it late. It can be done but some accountants don’t know how or don’t want to file the paperwork for a late S Corp election.
A very quick question sir, for a start up business that hadn’t made a lot of money yet, should one go in as a sole proprietor first? Would it make sense to establish a single member LLC or even an S Corp or C Corp? Could you direct me to another video, if you’ve made it, which elaborates more on these topics?
Did you see this video? Sole Proprietor vs. LLC vs. S Corporation vs. C Corporation | Legal & Tax Differences….watch that one and then one entitled When does an S Corp
make financial sense.
Hi Navi, that you for your video. Quick question: What if you have a 9-5 earning 45k per year and a eCommerce side hustle, barely earning any sales or profit because the business just started, what do you suggest I put for taxes? I was trying to add Klarna on my store to collect payments, and It wanted me to list my tax classification. I was thinking to put Single Member LLC, what do you think? Thank you
Very Informative video! I'm a full- time gig econmy worker working with doordash, uber, and shipt. I make roughly about 50k a year. Do you recommned getting an LLC to get taxed as an s-corp? Will it be worth it ?
Hey Carlos - great question! I produced detailed videos on all 4 videos and I think you should give them a watch to answer your question. Sorry, its not as straight forward as yes or no.
@@NaviMarajCPA Why you didn't answer the question? Instead you chose to send him to other videos which are monetized. So self-serving!
I thought that those types of workers are considered independent contractors for those gig companies..otherwise how would Uber or others pay your corporation? Would they pay your corporation when doing rideshare for example?
Thanks for this video, I learned a lot! I am still confused in my situation though because its a bit more complicated. I am starting another business with two partners in Michigan. They are married so it breaks down to 3 members. I have 50% and they each have 25% ownership. We as of now are a LLC but arent sure if we should become a S corp. They each have full time jobs making probably 90k each per year. One is a w2 worker at her job, and he is a W9 at his job. This new business we are starting should Net income 70k first year, 100k second year, and 150k third year. Any advice you could give would be greatly appreciated!
Hey Chad! Thanks for watching and for the feedback. I think you need a consult with a tax professional to ensure you structure it correctly. Sorry to give you such a generic answer, but, there is too much going on to provide an accurate response.
@@NaviMarajCPA Thanks for the response I appreciate it!
Once you hit 40k S corp. Take a small salary 25-30% and divided the rest.
My advise, DONT PARTNER WITH HUSBAND AND WIFE business!
F yea bro thanks for this. People over here trying to get rich and not share knowledge. You probably paid to receive this info and I cannot be grateful enough. If someone is messing with you in the street i will defend you.
The way I had it broke down to me is as a LLC self employed person, you are considered a share holder, and you do not get a deduction for the money you may distribute to yourself. the 15.3 tax is the 7.65% that you pay for the money you distribute to yourself and the LLC is taxed 7.65%. When it makes sense to switch to an S Corp is when you LLC is making 40K and up to 200K and 300K, the deductions you get as an S Corp pay off. As an S Corp I qualify for a QBI deduction which is 20% deduction on business income I don't pay myself. say the taxable income of the S Corp is 100K and I pay myself a minimum of 30%. The remainder of 70K times the 20% is 14K that I just saved myself for being an S Corp rather than an LLC, so now instead of paying Fed and State on 70K, I'm paying Fed and State tax on 56K. and instead of paying 15.3% on Fica, Fed and State taxes on my 30K I payed myself, I'm paying 7.65%, and my business is not paying any taxes on the 30K I paid myself plus the remainder of the 100k of taxable income from my business not only get to deduct the 30K bringing the taxable net worth of the S Corp to 70K minus the 20% for QBI. Karlton Dennis does a really great job of covering all of the pros and cons of both the LLC and the S Corp and C Corp and when it makes sense to become an S Corp and leave off the LLC business. Anyway, for whoever wants to hear.
I started a mobile iv business a few months ago. I am completely restructured now. Im doing medical weight loss and all virtual. I have my medical director np pharmacy insurance etc. I run ads off fb and reach clients this way. I finally got a finance company to offer financing to patients.
My issue is im not sure what to do about llc sole proprietor etc. The finance company is asking for business license and ein and as far as i know i have neither. I havent launched ads uet because im waiting for finance as i feel that will be a HUGE hit and will allow the business to really grow.
Can you be my CPA!??! Lol
I can't tell you how many videos I've watched in the last on the subject. I have helped back launching my small business because I'm so afraid to elect the wrong business structure. I live in New York and every CPA that I've spoken to keeps telling me I should elect an s-corp but most CPAs on UA-cam on winning against it until you start making enough money to make it worth it. If I'm being honest the S Corp status makes me nervous it sounds like way too much and I'm terrible with numbers or trusting that the CPA's are pushing an S corp to benefit them in that myself. Any thoughts on that?
How can I get you to be my CPA?! 😊
Ohhh just finished the video, Ill be contacting you! This is AMAZING info. Thank you!!
Thanks for the awesome video. If I have a S corp and have profit, Can the single shareowner take loan out of S corp and pay the S corp with reasonable interest each year? By doing that, the shareowner does not need to pay tax on those profit sitting in S corp. Thanks
The loan would not be considered a deductible business expense so the S Corp would still be profitable and you would have to pay federal and state (if applicable) income taxes on the profits.
Good advice and nice to see someone not trying to pitch the S Corp all of the time and potentially cost viewers thousands in more tax. You hit the big one which is maxing out social security tax through other W2 income. However, you miss a couple of other factors why an S Corp might not make sense when you factor these in. Your 20% QBI deduction in a single member LLC will be higher than an S Corp since it is calculated after the reasonable salary in the S Corp. Second, if you employ family minor children in your business, they are exempt from the employee and employer FICA match (15.3%) in the single member LLC and have to pay FICA in the S Corp.
@7:08 you mentioned (under the scenario you gave) "you will lose money if you elect the S corp status because it will pay for the employer portion of Social Security and Medicare taxes."
If you maxed out the wage base from your regular job (ex earned 150K that year) and then your S Corp side hustle wage is 50K, will you have to pay the self employment tax on that 50K as part of the individual return? Or will there be a refund from the IRS for any excess withholdings to self employment tax for the employee/member?
Hey Douglas! Watch this video where I go into that topic in depth. It’s entitled “Small Business and W-2 Job | Does LLC or S Corporation still make sense?” Here is the link: ua-cam.com/video/1kufkdonBEU/v-deo.html
do you recommend LLC taxed as S Corp for day trading? Thanks
Great content! I have a sole propriotership (Never registered a company). I want to be able to change to be taxed as an S CORP this 2020 but I don't know if i have enough time to make this change!
Hi Rafael! Thanks for the feedback....if you don’t currently have an LLC or C Corporation then you cannot make the election to be taxed as an S Corporation. Good time to plan for 2021 though to make sure things are setup properly for the future.
@@NaviMarajCPA a sole proprietor is a single member LLC
@@truth517 I believe you have to file form 2553.
Thanks for the information. Very helpful. What happens if instead of me having a W2 income, my wife has a W2 income that exceeds 137K?
First, thanks for this. I just started the changeover to an LLC, mainly for SE tax savings, and had second thoughts after watching another channel and their very confusing spreadsheet video with a cost analysis breakdown. This video puts me at ease a bit more... Question about the corporate veil though... I have a 'business' bank account and credit card that is under my DBA name from being a sole proprietor, Do these need to be updated or replaced with the LLC name/EIN or is it enough that they are separate accounts from my personal accounts? The new business classification is the same name with the addition of the LLC extension. Thanks!
Hi @Real Nifty Vintage. You're welcome. I'm not an attorney so I can't really comment from a professional legal perspective. That said, I'm almost positive you need to establish new accounts under the LLC name and EIN. Your bank will likely not allow you to just update the existing accounts by adding "LLC" to the end, especially if the EIN has changed. Thanks for watching!
At around the 5:20 mark I think I heard an LLC does not have to file a separate tax return. If I change a rental property to an LLC are there no tax differences. Still use the Schedule C? If so then no balance sheet is needed just a P&L.
What about the State of GA.? As far as having a LLC taxed as a S Corp.
Usually not a problem in Georgia but this is not specific tax advice for your individual situation. This video covers the topic in greater depth: ua-cam.com/video/f89yMwDzzTU/v-deo.html
Navi I do have a Sole Proprietor on janitorial services, they want to form a LLC of course 1 member they need to file a 1040 still next year? Or do they need to file LLC in State and choosing to be tax as S corp what is more convenient for her, she past the $40,000.00 last year and this year she's on 80 thousand. I really appreciated your response Great videos bother way.
A single member LLC (SMLLC) by default is taxed as a sole proprietorship. So if you form a SMLLC the business will file a Schedule C which is part of the 1040. If you want to have the SMLLC taxed as an S Corporation, then you need to file Form 2553 with the IRS to elect S Corp tax status for the LLC. In general, I recommend that businesses with $40,000 or greater in profit, make the S Corp election.
Thx
You’re welcome!
This is great! Is it too late for me to create an LLC now, select to be taxed as an S-Corp, and still contribute to a Roth IRA or solo 401K? I haven’t opened any of these retirement accounts yet, but can do so soon. Thank you!
You would have needed to have the LLC in place on 01/01/2020 to have S Corp treatment for the entire year of 2020. Make sure you don’t make the same mistake again - form your entity timely this year. In terms of retirement contributions for 2020 you still have some options even though we are in 2021.
You can contribute to your 2020 Roth IRA up until 4/15/2021 (considering that you qualify etc.)
Hello and Good Morning. My name is September Dixon, I am interested in creating a trust and need to know how. Also if I should put it under an s-Corp designation if the properties and entities are in numerous states.
Love your videos thank you so much they are very instructive, I want it to ask you if it makes sense for me to change to s Corp, I'm currently a soul proprietor owner LLC and with earnings of about 450k, thanks so much
I hold a ton of crypto that I earn interest on. Any suggestions on what to form? And yes it’s well over $40,000