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IRS action and not paying taxes?

I have an opportunity to buy into a chiropractic practice, by purchasing some of the S corp stock from the owner. I will then become a partial owner of the corp. I have learned that in the past the owner did not file corp. taxes and got into trouble with the IRS. He is now paying it back on a 10 year plan. My question is, if I buy in and he defaults on the payments can the IRS come after me because I would be part owner. I am thinking yes, and I correct?

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  • 10 years ago
    Favorite Answer

    You need to consult a higher authority here - but If it were me - I'd buy in as an LLC (limited liability Corporation) - thus creating a new taxable entity. I think you could do a better job, by looking for a partner who doesn't have criminal tendencies. If this guy has the business - sign a 6 month contract to fulfill Chiro duties and forget being a part - owner. Let him show you the potential first - but obviously - he needs your cash infusion for advertising & paying staff and maybe paying off bad debts you don't know about!

  • 10 years ago

    Maybe. The answer is always maybe. It is an exotic situation where there are no easy answers.

    If the tax is payroll taxes and you favor other creditors over IRS, you might be liable for the withholding taxes even though you weren't around when they accrued.. Alternatively, you could insist that what you pay for the stock be used to pay down the tax debt or form a partnership and have the corporation sell you or your new S-corp or LLC part of the practice.

    Don't take my word for it. I know what I'm talking about but I'm still just a stranger on YA. Have a real attorney look at the deal and advise you. The peace of mind you get will be worth the price.

    .

    Source(s): I am an enrolled agent, licensed by the Treasury Department to represent taxpayers the same as attorneys and CPAs. I specialize in representing taxpayers who owe a lot of back tax or unfiled returns. Your big mess is my ordinary day at the office. If you want additional help you can send email through my profile.
  • 10 years ago

    Since he has "tax issues" I'd strongly suggest a buyout of the S-Corp's assets, patient list, etc. in conjunction with the other owners. Essentially you'd be setting up either a new S-Corp or Professional Corporation (PC) and pulling the S-Corp's assets into it.

    Before you do anything at all, you need to sit down with your attorney and a CPA. It's essential that you run your due diligence in the matter and keep it all above board.

    Most likely his tax issue is between him and the IRS personally, but you want as many legal layers between you and him as possible.

  • Bobbie
    Lv 7
    10 years ago

    And you really are serious about doing this and asking for other people on yahoo answer about some thing that you will have be responsible for the decision that you will make about this matter at some future time in your life.

    And do you really want to buy into this and wait to see what will happen if he defaults and what the consequences might end being for you after the fact.

    Yes I believe that you are thinking correct at this time on your life.

    Hope that you find the above enclosed information useful. 08/17/2011

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  • tro
    Lv 7
    10 years ago

    corps are separate entities and unless this person was the governing power in this org it would appear the tax delinquencies will follow the corp

    you need to look into this more completely, including the other members

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