Funding a Business: LLC Capital Contribution vs. Loan (2024)

Taxpayers have several choices to make when starting a business. One of these choices is how to fund the business.

They can fund the business with capital contributions or debt (or a combination thereof). The IRS and courts will usually follow the method the taxpayer uses.

Many taxpayers do not consciously decide this issue. They just fund the business venture as needed and leave this decision up to their tax return preparer at the end of the year. The tax return preparer then files returns and sets up the accounting transactions.

This can have a number of tax consequences. This is why some taxpayers engage tax attorneys and the start-up funding process as part of their tax planning.

The recent Hohl v. Commissioner, T.C. Memo. 2021-5, case provides an opportunity to consider a few of the implications of funding a start-up business with loans rather than capital contributions. How do you fund an LLC? Can you loan money to your LLC?

Contents

  • 2 What is Capital Contribution in an LLC?
  • 3 Is Capital Contribution Taxable?
  • 4 Are LLC Capital Contributions Tax Deductible?
  • 5 Are Capital Contributions Required for an LLC?
  • 6 How to Loan Money to Your LLC (Not Shareholder Loans)?
  • 7 How to Fund an LLC?
  • 8 Which Option is Preferable Depends
  • 9 The Takeaway
  • 10 Related Articles

Facts & Procedural History

The case involves an LLC taxed as a partnership. The LLC had three members who did not make any capital contributions. The three members contributed services instead of capital.

The fourth member contributed all of the money for the business.

The LLC Company Agreement provided that the three partners received a 30% interest in the venture. It provided that the fourth member received a 10% interest in the venture.

The partnership tax returns reported guaranteed payments to the partners that resulted in tax losses. The losses resulted in negative capital accounts for the members. The members picked up the losses on their individual income tax returns each year.

The LLC reflected the contributions to the venture from the fourth member as a loan from a member (i.e., a note payable).

The members originally treated the contribution by the fourth member as a loan. When the business failed seven years later, the loans were not repaid. The final year partnership tax return reflected a loan on the balance sheet, but none of the members were allocated the liability.

The IRS conducted an audit. The members took the position that the loan was a capital contribution and not a loan. The IRS auditor concluded that the capital contribution was a loan, that the loan was canceled, and that the loan cancellation triggered the cancellation of debt income for the three non-contributing members.

Tax litigation ensued. The court was asked whether the loan was a capital contribution or actually a loan.

What is Capital Contribution in an LLC?

A capital contribution is an equity investment. This usually means a contribution of money. It can also include contributions of property. These in-kind contributions are typically recorded at fair market value.

A capital contribution can also include the contribution of interests in other legal interests.

These contributions are usually described in the LLC’s Company Agreement or in a stand-alone LLC contribution agreement. These agreements should also list the LLC ownership percentage for each member. The ownership percentage and contributions have to be considered to determine whether partnership or LLC level items are taxable to the members.

Is Capital Contribution Taxable?

Our tax laws say that most capital contributions are not taxable for the LLC owner or the LLC.

Are LLC Capital Contributions Tax Deductible?

Our tax laws say that capital contributions are not tax deductible.

Are Capital Contributions Required for an LLC?

Capital contributions are not required for LLCs. In fact, it is very common for LLCs to be started with no capital investment. This is often possible with service businesses or businesses that develop an intangible product, such as computer software.

Loans to LLC owners are often referred to as member loans. This differs from shareholder loans–which are loans made by the LLC to the member or members.

Member loans are made just as any other loan would be. They are funds advanced to the LLC and, hopefully, memorialized in a promissory note or loan document and secured by a guarantee or security interest.

The loan should have a specified interest rate, set repayment terms, and even say what happens in the event of default. As explained below, a convertible note option in the event of default may be advisable. The taxpayers in this case could have benefitted by including this type of provision in their loan.

The member loan is usually not taxable to the member or members or the LLC. It is also not treated as a distribution to the member or members. Distributions do not come with an offsetting obligation for the member or members to repay the funds. An LLC profit distribution can be taxable in some instances.

How to Fund an LLC?

This brings us back to the question of how to fund an LLC? This is a fundamental question for those who have an ownership interest in an LLC.

This is not just an accounting entry decision. The distinction has significant tax consequences.

LLC members can generally structure contributions to a business as capital contributions or loans. Each member may have their own preferences when it comes to this decision. The IRS will usually follow the form of these transactions selected by the taxpayers.

In this case, the contributions were documented by the taxpayers as being loans. This was reflected on the partnership tax returns. It is also consistent with allocating out guaranteed-payment induced losses to the partners equally each year. It is also consistent with the partnership not tracking the capital contributions in the fourth partner’s capital account.

The court applied a “substance over form” analysis to conclude that the contribution was a loan:

We focus on the substance of the transaction, not the form. Among the factors we consider are: “(1) The presence of a written agreement; (2) the intent of the parties; and (3) the likelihood of obtaining similar loans from disinterested investors.”

Having determined that the contribution was a loan, the court had little difficulty in concluding that the loan triggered the cancellation of debt income when it was not repaid.

For the fourth member who made the contributions, he would be entitled to a bad debt deduction for the loan.

So the three members who did not make capital contributions were able to take tax losses for several years but then had to pay tax on cancellation of debt income. The fourth member received a smaller tax loss for several years and then received a larger bad debt loss at the end.

Which Option is Preferable Depends

As in this case, those who only contribute service to an LLC that fails may prefer that the funds put in are treated as capital contributions. The members may not be able to fully deduct their losses each year if the LLC is not profitable, but they will not have cancellation of debt income if the business fails.

The same result is reached if the funds are non-recourse loans (non-recourse loans are those that a party is not liable for if they are not repaid). In that case, the cancellation of debt income would only be triggered for the member who made the loan. The other non-recourse members would not have this income. In fact, the three members made this argument in the Hohl case. The court did not accept the argument as the evidence suggested that it was a recourse loan.

Compare this to the member who makes the capital contribution. He may prefer that the capital contribution. The capital contribution would allow him to take his losses in full each year and, if the business fails, he could take a loss for the capital account.

The Takeaway

There are additional considerations in making these decisions. Suffice it to say that proactive tax planning is required here. One should not leave this decision up to their tax preparer to make at the end of the year. The tax preparer may not have the bigger picture in mind and may report the transaction in a way that is not advantageous. This tax reporting creates the paper trail that the IRS and the courts may follow.

Funding a Business: LLC Capital Contribution vs. Loan (1)

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Funding a Business: LLC Capital Contribution vs. Loan (2024)

FAQs

What is the difference between a loan and a capital contribution? ›

Loans are advances made to a third party with the expectation of repayment. They entitle the lender to interest usually. Capital contributions are more akin to investments. They are transfers made with the hope of earning a profit or gain.

Can you write off capital contributions? ›

Our tax laws say that capital contributions are not tax deductible.

Are capital contributions considered revenue? ›

Legal Definition of capital contribution

Note: Under the Internal Revenue Code, a capital contribution is generally excluded from a company's gross income, unless it is a loan from a shareholder that the company is released from repaying.

How do capital contributions work? ›

In business and partnership law, contribution may refer to a capital contribution, which is an amount of money or assets given to a business or partnership by one of the owners or partners. The capital contribution increases the owner or partner's equity interest in the entity.

What is capital contribution in an LLC? ›

Capital is defined as the cash or assets in an LLC (or any type of entity for that matter). Capital can include cash, accounts receivable, equipment, and even physical property. Naturally, putting the words together, a capital contribution is a member's contribution of assets, usually cash, into the LLC.

Are LLC loans tax free? ›

In short, business loan payments aren't tax-deductible. When a business loan is received by a company, it's not included as taxable income. In turn, when that loan is repaid, you are not able to deduct loan principal payments. You are simply paying back the money you borrowed, not the income spent.

Does an LLC pay taxes on capital contributions? ›

Two Types of LLCs - Same Capital Contribution

LLCs with one owner are single-member LLCs. They are taxed like a sole proprietor, reporting business taxes on Schedule C.

Can I fund my LLC with personal money? ›

If you are starting a single-member LLC, or a multi-member LLC, there are two ways that you can give money to your LLC to use your own personal assets to capitalize your business. Those two ways are as a member contribution and as a loan.

Are contributions to an LLC tax deductible? ›

Since a Corporation or taxable-LLC can only deduct charitable contributions up to a value of 10% of its taxable income, it is usually advisable for the owner to make personal charitable contributions. (Note: Any excess Corporation or LLC charitable deductions not currently deductible can be carried over for 5 years).

Does capital contribution increase owner's equity? ›

Businesses can also receive capital contributions in the form of non-cash assets such as buildings and equipment. These scenarios are all types of capital contributions and increase owners' equity.

How do you record capital contributions? ›

What is Contributed Capital?
  1. Receive cash for stock. Debit the cash account and credit the contributed capital account.
  2. Receive fixed assets for stock. Debit the relevant fixed asset account and credit the contributed capital account.
  3. Reduce a liability for stock.
3 Mar 2022

How do you record owner contributions? ›

The owner's contribution or the owner's investment is recorded on the balance sheet. It can be under the owner's equity section or a split between the common stock account and an additional paid-in capital account.

How often should LLC distribute its profits to member? ›

An LLC's profits must be allocated among its members every year. As long as the operating agreement contains provisions governing how profits are to be allocated, the profit allocation rules as set out in the operating agreement will be followed, rather than the default state rules.

What is capital contributed by the owner to a business? ›

A capital contribution is the amount of cash or other assets that an owner contributes to the company at the company's inception or throughout the life of the company.

Are owner contributions taxable? ›

Generally, the contributions are nontaxable if the transfer of cash and property to the corporation is solely for stock (other than nonqualified preferred stock) and immediately after the exchange the transferors control the corporation.

How much should my capital contribution be? ›

Your Capital Contribution should be equal (proportionate) to your Membership Interest. For example, if Bob and Jose each own 50% of their LLC, they will each contribute the same amount of money. For example, they can both contribute $500, $1,000, or $25,000.

Can an LLC borrow money from a bank? ›

Yes, an LLC can borrow money from a bank to fund their business however, there are a few things to know before putting in your application. Loans are a great way to help small business get through any cash-flow challenges, but loans should make sense and be realistic to avoid any future liability.

Is a capital contribution required? ›

While most people do make an initial capital contribution, legally it is not required. You could simply appoint yourself as the sole member of your SMLLC without making any initial investment. However, you'd probably be taking a significant risk if you didn't invest at least a small amount at the outset.

Can you write off a loan to a business? ›

Yes, for the most part, you can write off your business loan interest payments as a business expense. There are some qualifications your loan must meet, however, according to the IRS: You must be legally liable for the loan.

Is paying back a business loan an expense? ›

A full loan repayment isn't considered a business expense because the principal amount — the amount borrowed outside of interest — isn't a cost to your business. It's simply money you received and then paid back. However, the interest is considered deductible because it isn't part of the original amount borrowed.

Can I write off a loan to my company? ›

If an individual makes a loan to a company and this is subsequently written-off, the company will have a non-trading loan relationship credit equal to the amount written off. If the loan was made to an unquoted trading company, the individual will crystalise a capital loss equal to the amount of the loan written off.

How do you give equity to an LLC? ›

Profits Interests. The most commonly recommended approach to sharing equity in an LLC is to share "profits interests." A profits interest is analogous to a stock appreciation right. It is not literally a profit share, but rather a share of the increase in the value of the LLC over a stated period of time.

How are contributions to an LLC valued? ›

Valuing the Contribution

The guarantee can be valued using any reasonable method, including basing the value on a percentage of the guaranteed amount or using a fixed amount. The method used for determining the value should be specified in the LLC's operating agreement or a separate capital contribution agreement.

Can an LLC capital account be negative? ›

Partners and members of an LLC taxed as a partnership will often have negative or deficit capital account balances at the end of a taxable year. A negative capital account balance is permissible if supported by proper allocation of partnership debt (or an obligation to restore a deficit).

Can I make an interest free loan to my LLC? ›

If your business is structured as a limited liability company, or LLC , it means you aren't personally liable for the company's debts. You are, however, free to loan your own money to the company (and as much as you'd like) to help it meet its daily operating expenses or generate new business.

Can I put my own money into my limited company? ›

Can I put my own money into my Limited Company? Yes directors can put their own money into their own limited Company, this will be introduced as a credit in the Directors Loan Account.

Can I make an interest free loan to my company? ›

Yes. The director can agree to make the loan without interest or can agree an interest rate with the company. If interest is charged on the loan it counts as personal income for the director and must be reported on the director's Self Assessment tax return.

How do LLCs maximize tax deductions? ›

10 Ways to Maximize Your Business Tax Deductions
  1. Take advantage of start-up costs and additional expenses. ...
  2. Record legal and professional fees. ...
  3. Deduct advertising expenses. ...
  4. Include membership and educational expenses. ...
  5. Track new equipment or software purchases. ...
  6. Make interest work for you.

How can I avoid $800 franchise tax? ›

Tax-Exempt Status.

Aside from the above three exemptions, the only legitimate way to avoid paying the $800 franchise tax is to run a sole proprietorship, as they are not subject to the tax.

Should I pay myself a salary from my LLC? ›

Do I need to pay myself a salary? If you're a single-member LLC, you simply take a draw or distribution. There's no need to pay yourself as an employee. If you're a part of a multi-member LLC, you can also pay yourself by taking a draw as long as your LLC is a partnership.

Why do a capital contribution? ›

A capital contribution is a business owner putting their own financial resources or material into their company in order to increase equity capital and improve liquidity. The same applies to partnerships: Each shareholder has the option of making their own assets available to the company.

Are owners contributions income? ›

Whether you are using the category to receive a physical payment (contribution) from an owner, or simply using the category to transfer funds between properties for the owner, the funds are not commonly considered income.

Why is contributed capital negative? ›

In general, a loss of borrowed funds is denoted as a negative balance in the capital account. Capital, as equity, includes both contributed capital and earned capital. While contributed capital remains at the amount paid in, earned capital fluctuates over time and may turn negative from accumulated losses.

Do capital contributions increase retained earnings? ›

Additional paid-in capital does not directly boost retained earnings but can lead to higher RE in the long term. Additional paid-in capital reflects the amount of equity capital that is generated by the sale of shares of stock on the primary market that exceeds its par value.

How do I record a capital contribution in Quickbooks? ›

Where do I input capital contributions?
  1. Go to Settings ⚙, then Chart of Accounts.
  2. Hit New.
  3. From the Account Type drop-down, choose Equity.
  4. In the Detail Type drop-down, pick Owner's Equity or Partner's Equity depending on your situation.
  5. Save and close.
18 Mar 2020

Is contributed capital an asset liability or equity? ›

Contributed capital is reported on the balance sheet under the shareholders' equity section. On the balance sheet, the contributed capital contains two separate accounts: common stock account and additional paid-in capital.

What is considered owner contribution? ›

An Owner Contribution is any time that you pay for business expenses with personal funds or transfer personal funds to a business bank account. So anytime you transfer money to cover other things from your personal to your business, that's an Owner Contribution.

How are profits paid out in an LLC? ›

The LLC pays its own entity-level taxes on net income by filing a corporate tax return. Whatever money is left after paying taxes is profit, and it goes into the company's retained earnings account. From that account, profits are distributed to members as dividends.

Do LLC distributions count as income? ›

Each member reports tax distributions from the LLC on the member's IRS Form 1040 Schedule C as self-employment income. Even if the LLC does not actually pay a dividend to its member(s) in cash, but retains the funds for cash-flow reasons or reinvestment purposes, the income still appears on the member's income taxes.

How is profit split in an LLC? ›

In a partnership LLC, profits are split annually at the end of the company's fiscal year. Splitting up profits between members is called an allocation. Profits and losses are allocated by default in the same ratio as each member's ownership interest.

Is owner's capital advantages and disadvantages? ›

Using the owner's own capital has the advantages of remaining private and does not have to be repaid. The major disadvantage is that not all owners have additional capital to call on. This method would be used if the money were required long-term and if the amount was not large.

How is contributed capital taxed? ›

If a contribution of property to a corporation is taxable, it will be treated as a sale of the property in exchange for the shares of corporate stock and the shareholder will usually be taxed on the difference, if any, between the shareholder's basis in the property and the property's fair market value.

Can proprietor introduce capital in cash? ›

There are no restrictions on the introduction of Capital into Partnership firm by partners. However, if capital is introduced through cash, sec 269ST comes in play. 2. Sec 269ST restricts any person to undertake a transaction in cash in excess of Rs.

What is capital contribution in an LLC? ›

Capital is defined as the cash or assets in an LLC (or any type of entity for that matter). Capital can include cash, accounts receivable, equipment, and even physical property. Naturally, putting the words together, a capital contribution is a member's contribution of assets, usually cash, into the LLC.

Can you withdraw capital contribution? ›

A: Capital contribution deductions can only be withdrawn upon remittance of Finance Center and posting of the amount by AFPSLAI into your account.

Are capital contributions considered revenue? ›

Legal Definition of capital contribution

Note: Under the Internal Revenue Code, a capital contribution is generally excluded from a company's gross income, unless it is a loan from a shareholder that the company is released from repaying.

Is a loan considered capital? ›

Borrowed capital consists of money that is borrowed and used to make an investment. It differs from equity capital, which is owned by the company and shareholders. Borrowed capital is also referred to as "loan capital" and can be used to grow profits but it can also result in a loss of the lender's money.

What type of account is capital contribution? ›

Contributed capital is reported in the shareholder's equity section of the balance sheet and usually split into two different accounts: common stock and additional paid-in capital account.

What is a capital contribution to an S corporation? ›

If a shareholder decides to make a capital contribution, then that contribution directly increases the shareholder's basis. This allows the shareholder in an S corporation, a pass-through entity for tax purposes, to claim losses against his basis and avoid taxation to the extent of the basis in the stock.

How do you record capital contributions? ›

What is Contributed Capital?
  1. Receive cash for stock. Debit the cash account and credit the contributed capital account.
  2. Receive fixed assets for stock. Debit the relevant fixed asset account and credit the contributed capital account.
  3. Reduce a liability for stock.
3 Mar 2022

What are the 3 types of capital? ›

When budgeting, businesses of all kinds typically focus on three types of capital: working capital, equity capital, and debt capital.

How do capital contributions affect taxes? ›

As a business owner, you generally tax your company profits, not its assets. Capital contributions are considered performance neutral, since there is no profit or loss generated by the payment. This means you can increase your operating assets with a capital contribution, without affecting your business's tax status.

What are the advantages of using loan capital to finance a business? ›

Advantages of Bank Loans
  • Purchase with no liquid assets. ...
  • Can help drive growth. ...
  • Better interest rates. ...
  • More flexibility. ...
  • Necessary capital for daily operations. ...
  • The borrower retains ownership. ...
  • Accounting and taxes. ...
  • Cash discount.

How do I record a capital contribution in Quickbooks? ›

Where do I input capital contributions?
  1. Go to Settings ⚙, then Chart of Accounts.
  2. Hit New.
  3. From the Account Type drop-down, choose Equity.
  4. In the Detail Type drop-down, pick Owner's Equity or Partner's Equity depending on your situation.
  5. Save and close.
18 Mar 2020

Is owner contribution an asset? ›

Is owner's equity an asset? Business owners may think of owner's equity as an asset, but it's not shown as an asset on the balance sheet of the company. Why? Because technically owner's equity is an asset of the business owner—not the business itself.

Do capital contributions increase retained earnings? ›

Additional paid-in capital does not directly boost retained earnings but can lead to higher RE in the long term. Additional paid-in capital reflects the amount of equity capital that is generated by the sale of shares of stock on the primary market that exceeds its par value.

How does IRS verify cost basis? ›

Preferred Records for Tax Basis

According to the IRS, taxpayers need to keep records that show the tax basis of an investment. For stocks, bonds and mutual funds, records that show the purchase price, sales price and amount of commissions help prove the tax basis.

Where do capital contributions go on 1120S? ›

There is no place in the 1120S tax return where capital contributed by an individual owner is listed. Here are a couple of indicators of cash 'contributed' into the company from the shareholder but only work if you have the entire return and a balance sheet is required.

Can I borrow money from my S corporation? ›

Yes, an S corporation can make a loan to a shareholder.

Can I fund my LLC with personal money? ›

If you are starting a single-member LLC, or a multi-member LLC, there are two ways that you can give money to your LLC to use your own personal assets to capitalize your business. Those two ways are as a member contribution and as a loan.

Is a capital contribution taxable? ›

While capital contributions are generally not taxable, if the transfer is subject to debt assumed by the transferee, the transaction does not qualify as a capital contribution for sales and use tax purposes, but rather is a taxable sale measured by the assumed liabilities.

Can I deposit personal money into business account? ›

Investing Money in Your Business

If your business is not a corporation, you can put money into your business by just writing a check and depositing it in the business bank account. The money should go into your individual capital account under the classification of owner's equity on the balance sheet.

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