One important element of planning for high technology companies relates to the future utilization of net operating losses. Most venture backed companies must effectively plan for their corporate exit strategy, whether the exit is by way of a sale or an initial public offering. In either case, the company has a number of options available to help preserve and maximize the potential use of its net operating loss carryforwards and tax credit attributes either in a post-IPO environment or to an acquiring entity. We can assist in the strategic planning of net operating loss management.

If there has been a change in ownership, the company’s net operating losses may be subject to limitation. We can assist with the preparation of a change in ownership analysis (often referred to as a Section 382 Report) and can assist in determining a potential increase in the limitation through an analysis of the assets held by the company on the date of ownership. This built-in gain analysis often provides a dramatic increase to the availability of net operating losses.

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Executive Tax Planning

Executives and owners of closely held companies face tax issues that are generally more complex. They may involve stock options, deferred compensation, insurance, estate tax planning, and multi-state or non-resident returns.

Entrepreneurs must contend with corporate dividend policies, unreasonable compensation challenges from the Internal Revenue Service, and business succession planning. We can assist by designing strategies to meet joint objectives of the owners and the company.

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International

Our firm has extensive experience with corporations with international operations. We can assist with foreign corporate formation, restructurings, license versus buy/sell issues, outsourcing foreign HR and compliance, foreign VAT and Customs, and domestic/foreign IP transfer issues. In addition, we can provide foreign tax credit, Extraterritorial Income Exclusion advice, and US transfer pricing documentation necessary to satisfy the US and foreign taxing authorities.

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Mergers and Acquisitions

We have broad experience in both domestic and international mergers and acquisitions. In outbound acquisitions, we can advise on the strategic tax decisions associated with stock, asset, or deemed asset acquisitions (coupled with “check the box” strategies). We can assist with the purging of foreign earnings and profits, or the retention of high-taxed foreign earnings by an acquirer. Our planning may also involve reviewing product mix and methods of modifying point of sales acquisition to migrate income to lower tax jurisdictions.

In addition, we can address research and development ownership by jurisdiction and cost plus structuring where appropriate while maximizing foreign research and development credits in various foreign jurisdictions.

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State and Local Tax

ACG’s network of state and local tax professionals provide years of public accounting, government, and industry experience. Our state specialists are well versed in the nuances among state’s tax laws and we strive to provide companies with practical business solutions to complex tax laws.

ACG’s menu of services includes planning, consulting, compliance, and audit representation. We identify opportunities for clients to minimize their state income and franchise tax liabilities while maximizing their deductions.

ACG’s professionals provide sales and use tax consulting services. These direct taxes and related exemptions often are overlooked by companies, and yet, have large financial impacts to the bottom line. Let ACG review your company’s current compliance environment to ensure that checks and balances are in place. ACG also provides voluntary disclosure services, refund analyses, and training.

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Enterprise Zone

The Enterprise Zone program was developed by the California State Legislature to provide targeted areas with a means to stimulate business and employment growth. All businesses located in the zone boundaries are eligible to earn these tax credits. ACG has specialists that identify qualified employees through a process compatible with your Human Resource Department. ACG’s complete service entails vouchering qualified employees, calculating the credit and providing an audit ready manual.

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Within the preparation of the federal and state tax returns, we appreciate and understand the foreign information disclosure requirements, whether they relate to foreign subsidiaries of a US entity, or the transactions within an affiliated group of a foreign owned US entity.

For state tax filings, we will review separate, consolidated, and unitary state tax filing requirements, as well as possible exemption from state income tax under Public Law 86-272.

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Tax Provisions

Under the Sarbanes Oxley environment, many companies are finding that their current audit firm can no longer prepare their corporate tax provisions. This shift has occurred as many audit firms believe that they cannot now prepare a tax provision and then audit their own work. We can assist in the preparation of the tax provision and maintain your deferred tax asset and liability history. In addition, we can assist with discussions with your audit firm in the determination of when your valuation allowance, if any, may be required to be released. The timing of the valuation allowance may have an impact on your effective tax rate, and therefore EPS, on a prospective basis.

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Accounting Services

Small companies often do not have the resources nor the time to focus on necessary day-to-day business administration functions. Instead, their preference would be to focus on their core competencies. Rather than commit financial resources to the hiring of a full-time office manager to perform your company’s bookkeeping and human resource duties, ACG can provide these services to you on a cost effective basis.

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Bookkeeping

Full-charge accounting services may include, but are not limited, to the following:

1. Balance sheet and Income Statement
2. Preparation of cash receipts and disbursements
3. Posting to general ledger
4. Preparation of bank reconciliation
5. Preparation of depreciation and amortization schedules
6. Preparation of monthly budget and cash flows
7. Preparation of month end reporting
8. Receipt of invoices and preparation of checks for signature. For foreign companies with US offices, we can __prepare and sign checks on your behalf subject to restricted cash limitations.

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Human Resource Services

Human Resource Services will comply with California Labor Laws. Such services are not limited to, but may include the following:

1. Preparation of employee manual
2. Review and possible revision of employment letters
3. Review and possible revision of employee NDAs
4. Coordination with employees and payroll service
5. Coordinating, establishing and maintaining employee’s health benefits
6. Coordinating, establishing and maintaining 401K plans
7. Coordinating, establishing and maintaining company’s business insurance

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Financial Statement Compilation

We can prepare a compilation of your financial statements which will include balance sheet, income statement, and a statement of cash flows. A compilation is presented in the form of financial statement information that is the representation of management (owners) without any undertaking to express any assurance on the statements. A compilation may be prepared with or without footnote disclosure.

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