California: Cannabis Client Due Diligence and Corporate Tax Return Preparation

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We ordinarily create articles about ideas relating to monetary management, specifically with respect to tax management. Articles primarily based on abstract monetary ideas are vital.

As a practicing CPA, on occasion one particular has to “get into the dirt” and “push the digits.”

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We lately had the chance to help a new client who is certified as a “cannabis equity business” with the City of Oakland, California. We undertook an comprehensive due diligence method prior to providing our client an Engagement Letter in order to turn into familiar with the dirt in which these bushes develop.

A CPA should really Never ever commence function for any client, specifically a client operating in the cannabis market, with out conducting due diligence and getting an Engagement Letter signed.

Our initial due diligence on the organization entity, which we requested the client upload to a single Dropbox folder so we have almost everything in one particular location,[1] integrated:

  • Overview of the LLC Articles of Organization filed with the California Secretary of State.
  • Overview of the Info Statements filed with the California Secretary of State.
  • Overview of an executed copy of the Operating Agreement for the LLC.
  • Overview of an executed copy of Kind 8832 “Check the Box” Entity Classification Election.
  • Overview of the Bureau of Cannabis Manage [“BCC”] Cannabis – Delivery Dispensary type.
  • Overview of City of Oakland Company License and Cannabis License.

When the due diligence was completed, we reviewed the policies and procedures for the operation of the organization, such as:

  • Overview of the Common Operating Procedures [“SOPs”] for sales, promoting, merchandise manage, delivery practices, and personnel.
  • Overview of internal accounting controls more than the basic ledger, and gross receipts. These procedures will differ substantially if the LLC’s access to industrial banking is restricted.
  • In an instance in which an operating entity has restricted access to banking, comprehensive investigation is essential to ascertain that money is appropriately accounted for each in gross receipts and in the assets of the organization.

California’s underground cannabis industry is effectively identified to all involved in the market. We discovered 1st-hand about some of these activities, specifically prior to the deployment of METRC on a widespread basis[2]. The point that could not be clear is that a Dispensary pays Cannabis Excise Tax [“CET”] on the cannabis and cannabis solutions it purchases from Distributors.

The record-maintaining systems usually utilized in the market do not give a Dispensary with a summary of total CET paid to every Distributor. These deficiencies in record-maintaining make the method of auditing Distributors far additional problematic. These deficiencies also make a mechanism whereby underground operators can make use of arrangements with reputable licenses to acquire cannabis and cannabis solutions on which CET purportedly has currently been collected [and we presumably paid over to the California Dept. of Tax and Fee Administration [“CDTFA”] by the Distributor].

A California Dispensary has no direct reporting duty for CET at this time. We have queried many operators with regards to the verification and archival of info relating to CET paid in connection with purchases. We have received a selection of responses.

Our subsequent actions involved a overview of gross receipts exactly where we:

  • Overview bank statements for the complete year and one particular further month on “both sides” with a view towards confirming that the deposits and other credits to the bank account tie to the Basic Ledger. Exactly where the entity lacks bank accounts, we use the money manage ledger to confirm money in a related style, maintaining in thoughts the one of a kind troubles that money poses.
  • Evaluate the Basic Ledger totals for gross receipts with CDTFA quarterly filings for Sales Tax, and regional jurisdiction [in this case Oakland] Gross Receipts Tax. Our concentrate is each on tying the total gross receipts in the quarterly filings to the Basic Ledger and on ascertaining that the taxes are appropriately calculated on person delivery receipts, and on the quarterly filings.

When we have completed our overview actions above, we can give the client with an Engagement Letter and accept a client[3].

When we have accepted client pursuant to an executed Engagement Letter with a Cannabis Rider, we dig into the expense side of the entity.

  • Our 1st step is to appear at persons that give solutions to the entity, whether or not as workers or independent contractors [which includes consideration of all that comes with AB 5], as effectively as all of the employment tax and EDD filings and reporting and withholding for contractors.
  • We then concentrate on the allocation of payroll/contractor spend to functions inside the organization for management, accounting/finance, safety, solution management and delivery solutions. A lot of of the service invoices and expenditures will track the activity of personnel for allocation of expenditures to management, overhead, and IRC Sec. 280E non-deductible “trafficking expenses”.
  • If officer’s spend demands to be allocated to different functions, we make confident we do it on “white paper” statements that are appended to Kind 1125-E.
  • We are going to leave the particulars of how the allocations described in the step above are carried out, as we have created proprietary procedures that we deploy below the Cannabacus brand and we and other individuals have written extensively on the subject.

When the expense allocations are completed, we are at the point that we start out placing the info on the tax return [Form 1120 – Corporation Tax Return].

  • We start out by generating confident that gross revenue per the basic ledger and tax return normally tie in.
  • We use Kind 1125-A as the location exactly where we add “white paper” statements if there is something we will need to add to the calculation of Expense of Goods Sold {“COGS”].
  • We deliberately group all of the IRC Sec. 280E trafficking expense products on a “white paper” statement which seems on Schedule M-1 – [“ Reconciliation of Income/Loss Per Books with Income Per Return”] with linking references on other schedules inside the return exactly where 280E elements are broken out.
  • It is our view that a thorough job of highlighting and linking all of the products the IRS will appear for reduces the will need forForms 8275 – Disclosure Statement and 8275-R Regulation Disclosure Statement as a consequence of disclosures inside the physique of the tax return.
  • A really powerful caution should really be noted with respect to the bullets inside this caption. The author has nearly forty years of practical experience and “horse sense” about disclosure involving sensitive products associated to cannabis. A newer practitioner would be smart to seek the guidance of a CPA with an MST or a tax lawyer when facing disclosure choices as the presentation in a return establishes the manner in which the return is most likely to be audited.
  • A final point is in order…all of these yes/no checkbox concerns are there for excellent cause and answering one particular the incorrect way can “set off bells” when the return is processed. Make confident you Very carefully Study AND ANSWER Just about every Query.
  • Make confident that exactly where you are asked for an identifier such as a social safety quantity, taxpayer identification quantity, Secretary of State Corporation quantity, and so on., that you get it appropriate. Accuracy in the simplest of products can save hours of time in the future.
  • When the Federal Return is carried out, the California Franchise Tax Return should really be comparatively simple with the exception of California enabling IRC Sec. 280E expenditures for corporations.

[1] We note that our Dropbox Company is supplemented and hardened with a tool from Sookasa.com that tends to make it completely HIPAA compliant.

[2] We discovered very a bit about black industry scams involving these with Delivery Only Dispensary licenses, and that will be the topic of a separate short article.

[3] We note that our overview up to this point has been to vet the client entity and its owners and to satisfy ourselves that there are no omissions of gross revenue. We note that the level of function expected in these actions is such that we usually request a non-refundable retainer of $two,500-$three,500 when we undertake the due diligence actions.

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