Question
Moe, Larry, and Curly are in the process of forming Oliveology, a company that has developed a natural line of skin care products formulated with
Moe, Larry, and Curly are in the process of forming Oliveology, a company that has developed a natural line of skin care products formulated with olive oil from the Peloponnesian region of Greece. The Companys first products are formulated and ready for production and include shave gel, shampoo, baby oil, body lotion, aloe vera gel, and body wash for men and women. The internal benefits of olive oil are well known, but olive oil has numerous external uses and benefits as well as the antioxidant properties that protect the skin as well as slow the signs of aging. The demand for skin care products is such that they will be setting up multiple locations over the next decade in major cities along the eastern seaboard of the United States. Initially, Moe, Larry, and Curly are looking to capitalize the entity with each putting up $500,000 of their own money. Given their other sources of income they each are currently in the 35% federal tax bracket without considering any income from this newly formed entity. The early stage/development of Oliveology will require Moe and Larry to spend considerably more time at the business than Curly due to their skill sets and expertise in market development. Once they have reached a profitable level, the workload should be equal amongst the three owners. With assistance from their accounting firm of Dewey, Cheatem, and Howe, they have developed financial projections for the next ten years. They are projecting losses for the first three years of about $100,000 to $150,000 per year. After that initial three year period, they are projecting income of about $450,000 to $500,000 per year. These bottom line figures are after consideration of any annual compensation that the owners will pay themselves. They anticipate a growth mode for the first eight to ten years of operations and will finance this initially through their capital contributions and then subsequently through internally generated profits. During this time period they will probably add eight to ten stores per year which will be spread out over two to three states. By year ten, they anticipate having 80 to 100 stores in approximately 16 states. The expansion mode should level off after ten years. Once they have achieved this level and have provided adequate working capital for the business, they may start taking additional compensation or distributions depending on the overall financial condition of the business. Recognizing the advent of competition and the maturation of the market for this type of product, they may consider an exit strategy in between years 12 and 15. This exit may arise in the form of an IPO, an acquisition by a competitor, or private equity group targeting it as an investment. In any event, they all agree that disposing of the business as it approaches the peak operating years is critical to their long term goals of a fully funded retirement. Required: Each student will submit a 500 word business memo (single-spaced) making the case as to why Oliveology should be organized as either a C Corporation, S Corporation, or Limited Liability Company. Please advise these Three Stooges as to the most beneficial entity type that should be used by this new company. Please consider all tax and nontax factors that come into play in making this type of decision. In making the case for your entity choice you should also point out the weaknesses of this type of entity as well as why this entity type is superior to the other entity types.
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