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A flow-through entity (FTE) is a
legal entity In law, a legal person is any person or 'thing' (less ambiguously, any legal entity) that can do the things a human person is usually able to do in law – such as enter into contracts, sue and be sued, own property, and so on. The reason for ...
where income "flows through" to investors or owners; that is, the income of the entity is treated as the income of the investors or owners. Flow-through entities are also known as pass-through entities or fiscally-transparent entities. Common types of FTEs are
general partnerships A general partnership, the basic form of partnership under common law, is in most countries an association of persons or an unincorporated company with the following major features: *Must be created by agreement, proof of existence and estoppel ...
,
limited partnership A limited partnership (LP) is a form of partnership similar to a general partnership except that while a general partnership must have at least two general partners (GPs), a limited partnership must have at least one GP and at least one limited ...
s and limited liability partnerships. In the United States, additional types of FTE include
S corporation An S corporation, for United States federal income tax, is a closely held corporation (or, in some cases, a limited liability company (LLC) or a partnership) that makes a valid election to be taxed under Subchapter S of Chapter 1 of the Interna ...
s,
income trust An income trust is an investment that may hold equities, debt instruments, royalty interests or real properties. They are especially useful for financial requirements of institutional investors such as pension funds, and for investors such as retir ...
s and
limited liability companies A limited liability company (LLC for short) is the US-specific form of a private limited company. It is a business structure that can combine the pass-through taxation of a partnership or sole proprietorship with the limited liability of a ...
. Most countries require an FTE (or its owners) to file an annual return reporting the shares of income allocated to owners, and to provide each owner with a statement of allocated income to enable owners to report their shares of income on their own tax returns. In the United States, the statement of allocated income is known as a K-1 (or Schedule K-1). Depending on the local tax regulations, this structure can avoid
dividend tax A dividend tax is a tax imposed by a jurisdiction on dividends paid by a corporation to its shareholders (stockholders). The primary tax liability is that of the shareholder, though a tax obligation may also be imposed on the corporation in the ...
and
double taxation Double taxation is the levying of tax by two or more jurisdictions on the same income (in the case of income taxes), asset (in the case of capital taxes), or financial transaction (in the case of sales taxes). Double liability may be mitigated in ...
because only owners or investors are taxed on the revenue. Technically, for tax purposes, flow-through entities are considered "non-entities" because they are not taxed; rather, taxation "flows-through" to another tax return.


Definitions

According to (IBFD) a pass-through entity or flow-through entity (FTE) is a "non-taxable entity, such as a partnership, under which the income or expense is generally regarded as income or expense of the participants under the transparency principle." FTEs are based on conduit theory or pipeline theory which is defined as a "method of integrating the taxation at the entity and participator level under which income or deductions flow through from the entity to its participators. The entity is in effect regarded as an extension of the participators. A partnership is generally taxed according to the conduit system. The conduit system may be contrasted with the classical system."


Types

In the United States, pass-through entities include "sole proprietorships, partnerships and
S corporation An S corporation, for United States federal income tax, is a closely held corporation (or, in some cases, a limited liability company (LLC) or a partnership) that makes a valid election to be taxed under Subchapter S of Chapter 1 of the Interna ...
s that ... pay taxes at the individual rate of their owners" as well as
income trust An income trust is an investment that may hold equities, debt instruments, royalty interests or real properties. They are especially useful for financial requirements of institutional investors such as pension funds, and for investors such as retir ...
s and
limited liability companies A limited liability company (LLC for short) is the US-specific form of a private limited company. It is a business structure that can combine the pass-through taxation of a partnership or sole proprietorship with the limited liability of a ...
. According to ''CNN Money'', in the United States, most "businesses are set up as pass-throughs, not corporations" which "means their profits are passed through to the owners, shareholders and partners, who pay tax on them on their personal returns under ordinary income tax rates." In other words pass-through businesses are not "taxed like corporations and instead pay taxes on business income as if it were personal income."


Sole proprietorships

A sole proprietor is "someone who owns an unincorporated business by himself or herself." However, if you are the sole member of a domestic limited liability company (LLC), you are not a sole proprietor if you elect to treat the LLC as a corporation. In the United States, sole proprietors "must report all business income or losses on
heir Inheritance is the practice of receiving private property, titles, debts, entitlements, privileges, rights, and obligations upon the death of an individual. The rules of inheritance differ among societies and have changed over time. Offic ...
personal income tax return; the business itself is not taxed separately. The IRS refers to this as "pass-through" taxation, because business profits pass through the business to be taxed on your personal tax return.


S corporation

While an S corporation shareholders are subject to tax on their "pro rata shares of income" based on their shareholdings in the S corporation which is not itself taxed.26 USC 1361-1368.


Bond and bond option sales strategy (BOSS)

FTEs included in the 2009 ''IBFD International Tax Glossary'' included the ''Bond and Bond Option Sales Strategy'' (BOSS) transaction] referring to an "investment strategy developed in the United States to generate tax losses without a corresponding economic loss. The transaction involves the use of a partnership or other flow-through entity that makes an investment in a foreign corporation that is capitalized for the purpose of carrying out the transaction. Variants of Boss Transactions are referred to as Son of Boss Transactions.


Chronology

According to a report published by Brookings in May 2017, in the early 1980s almost all business income in the United States was generated by C corporations. In terms of
Income tax in the United States Income taxes in the United States are imposed by the federal government, and most states. The income taxes are determined by applying a tax rate, which may increase as income increases, to taxable income, which is the total income less allowa ...
C corporations are taxed separately from their owners. In December 2004 the ''Financial Asset Securitization Investment'' (FASIT) which was a flow-through entity formed in the United States, was repealed. FASIT was an investment instrument in "non-mortgage receivable pools such as credit card receivables, automobile loans, construction loans, and finance leases." FASITS in existence on October 24, 2004 were exempted from the repeal. By 2005 the US Internal Revenue Service viewed Son of Boss as "an abusive transaction aggressively marketed in the late 1990s and 2000 primarily to wealthy individuals." The IRS began a "settlement initiative" which "required taxpayers to concede 100 percent of the claimed tax losses and pay a penalty of either 10 percent or 20 percent unless they previously disclosed the transactions to the IRS." By 2013, "only 44 percent of the income of business owners was earned through C-corporations." Starting in 2013,
Kansas Kansas () is a U.S. state, state in the Midwestern United States, Midwestern United States. Its Capital city, capital is Topeka, Kansas, Topeka, and its largest city is Wichita, Kansas, Wichita. Kansas is a landlocked state bordered by Nebras ...
Governor
Sam Brownback Samuel Dale Brownback (born September 12, 1956) is an American attorney, politician, diplomat, and member of the Republican Party (United States), Republican Party who served as the United States Ambassador-at-Large for International Religious Fr ...
undertook what was described by ''
The Atlantic ''The Atlantic'' is an American magazine and multi-platform publisher. It features articles in the fields of politics, foreign affairs, business and the economy, culture and the arts, technology, and science. It was founded in 1857 in Boston, ...
'' in a June 2017 article as the United States' "most aggressive experiment in conservative economic policy". From 2013 to 2017, 300,000 businesses as pass-through income entities, benefited from the complete tax exemption. ns of thousands of Kansans were able to "claim their wages and salaries as income from a business rather than from employment." Brownback's tax overhaul created pass-through income tax exemptions as well as trimming income tax, eliminating some corporate taxes. From 2013 to 2017, Kansas experienced budget shortfalls culminating in a $350 million budget shortfall in February 2017, which "threatened the viability of he state'sschools and infrastructure". In response, in June 2017, the extreme tax cuts were rolled back to 2013 levels. By 2017, pass-through businesses earned the "majority of business income" in the United States and "owners of S-corporations and partnerships now earn about half of all income from businesses." According to a September 2017 article in ''The New York Times'', about "95 percent of companies in the United States are structured as pass-through entities, generating the bulk of the government’s tax revenues." On December 2, 2017 the U.S. Senate passed a tax overhaul bill as part of the proposed
Tax Cuts and Jobs Act of 2017 The Act to provide for reconciliation pursuant to titles II and V of the concurrent resolution on the budget for fiscal year 2018, , is a congressional revenue act of the United States originally introduced in Congress as the Tax Cuts and Jobs A ...
that reduced taxes on pass-through business income by allowing them to "deduct 23% of their income". The Senate added features to the bill to prevent abuse. In a November article, ''The New York Times'' reported that the tax bill would " duce the pass-through tax rate to 25% regardless of income level. Since 95% of businesses are incorporated as pass-through entities Examples include "sole proprietorships, partnerships and S corporations that currently pay taxes at the individual rate of their owners." whose owners pay taxes as if it were personal income at a much lower rate. This represents a large tax cut for owners that is capital as opposed to labor. Approximately the largest 2% of pass-through businesses represent 40% of pass-through income and today are taxed at 39.6%, the top individual rate."


See also

*
Sole proprietorship A sole proprietorship, also known as a sole tradership, individual entrepreneurship or proprietorship, is a type of enterprise owned and run by one person and in which there is no legal distinction between the owner and the business entity. A sol ...


References

{{DEFAULTSORT:Flow-Through Entity Corporate finance Corporate taxation Types of business entity Legal entities Tax terms