Can my C Corp lend money to my LLC

Can my C Corp lend money to my LLC

Tustin, CA · Member since 2014 · 7 posts · 3 votes

Hello All,

Loooong time lurker - first time poster.  Have learned a lot over the past year!

I own a C corp with one other partner (my brother) - completely unrelated to real estate.  Generally we zero out income from the C corp as salary to the two shareholders so we don't get double taxed.  We have reasons to be a C corp (foreign investors etc).

I've been looking to get into real-estate investments for a while and have had issues with initial funding.  This year, our C corp had a very good year and we have a decent enough windfall which will allow me to take out the capital I would need to invest in my first real estate property (properties).  

I'm struggling with the best way to take this money out of the C-corp in the most tax advantaged way.  If I were to take this $$ out as regular W2 income, the tax rate will be 50% (CA + Federal).  I've come up with two strategies that I could potentially get the cash out without the tax (or reduced cost) and wanted to see what you all thought.  

1) I personally take a shareholder loan from my C corp. I would structure this as a 30 year loan at 3% interest + principle with all the proper arms length paperwork. The loan is an expense for the C corp and this would not be income for me so no 50% tax paid. I would then form an LLC or S corp to buy and hold the real estate in and I would pay back my C corp on a 30 yr basis.

2) Similar to 1, except, my C corp would loan the money directly to my LLC. The LLC would be owned by my wife and myself. The LLC would pay back the C corp on the same 30 yr schedule.

Is this possible?  Would this be considered as self dealing?  Anyone done anything similar to this?

I've seen posters suggest this, but the C corp has always been a real estate investing company.  In may case, the C corp is completely unrelated (we are a tech company).

Regards,

Ash

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Accountant · Alvin, TX · Member since 2016 · 47 posts · 6 votes
9y

Using that rate may be considered alright or it may be a little low and raise a red flag somewhere. Nothing wrong with being a little conservative and using slightly higher rates

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  • Real Estate Broker/Investor · Chicago, IL · Member since 2015 · 106 posts · 22 votes
    9y

    @Ashish Khera You can definitely make a loan to the LLC, however I would keep this at arms length and charge a proper interest rate so that it does not look like the C Corp completed a distribution of its dividends. Prepare a loan agreement and report the interest that the C Corp will receive from the LLC.

  • Attorney · Santa Cruz, CA · Member since 2015 · 345 posts · 358 votes
    9y

    Hi @Ashish Khera, first you'll have to check the Bylaws of your c-corp and your articles of incorporation. If there is anything in there that names a specific purpose of your corp and this loan would be a violation of that purpose, you'll need to amend your corporate guidelines with a full vote of the shareholders and officers. This needs to follow all the corporate formalities.

    Once your corporation specifically allows lending, then it will require a vote of the shareholders to make the loan because it is certainly out of the ordinary course of business for a tech company to lend money to a real estate company.

    After the shareholders vote to allow the loan, and all this paperwork is filed in your corporate binder, the corp can make the loan directly to the LLC.

    For tax purposes, the corp will not pay tax on the loan but will pay tax on the interest income created (3%) at whatever rate the corp pays tax. Luckily that same 3% will be part of the expense you deduct for the LLC. And if the property you purchase is depreciable, you may end up sheltering additional income too. You could be very net positive in this transaction.

    I suggest you have a lawyer write or review all the paperwork.

    Jen, the real estate lawyer

  • Tustin, CA · Member since 2014 · 7 posts · 3 votes
    9y

    thank you for the answers.  This generally matches my research.  Appreciate it.  I would have responded sooner but I think I must have notices turned off or something.  Will have to look at that.

    Follow up question - since posting this I see that the FED long term AFR rate is 1.95%.  I'm planning to use the FED AFR rate and do a 30 yr loan.  Any thoughts on that?

    Ash

  • Accountant · Alvin, TX · Member since 2016 · 47 posts · 6 votes
    9y

    Using that rate may be considered alright or it may be a little low and raise a red flag somewhere. Nothing wrong with being a little conservative and using slightly higher rates

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