"Mr. Jones Smith want's to buy Smithon Manufacturing because it is very profitable. Right now it has 30 shareholders but no single majority shareholder. It is a C corporation with a fiscal year-end of December 1. In order for me to buy this company, I will need to invest a lot of money in new manufacturing equipment, which means that Smithon will incur a loss for two years. I want to buy the company effective January 1. I think I should buy the company from the shareholders and convert it to an S corporation. Also, I want a fiscal year-end that is also a calendar year-end, i.e., December 31. We should consider whether I could issue shares of stock from Johnson Services which is a C corporation to the shareholders of Smithon in an exchange of shares. That way, the current Smithon owners would become new shareholders (but not owners) of Johnson Services and I would get all their shares of Smithon. If I do so, I could probably offset Smithons profits with the losses from Johnson Services.
1. Outright purchase of Smithon stock
A. Should Mr. Jones purchases the stock of Smith outright, leaving Smithon intact? What about issuing debt in his Johnson Services company to pay for the Smith Company would that raise debt to equity issues?
B. Should Mr. Jones converts Smithon to an S corporation and changes the fiscal year end to a calendar year end?
C. What potential income tax ramifications exist for Mr. Jones personally if he purchases the stock of Smithon and converts it to an S corporation?
D. Should Mr. Jones merges Johnson Services with Smithon? What type of merger or acquisition would be best (i.e., A type, etc.)?