Month: September 2020

X licenses to Y, its subsidiary organized and conducting business in Country K, all of the patents, formulas, designs, and know-how necessary for Y to manufacture the same products that X manufactures in the United States. Assume that the license is not considered a sale or exchange under the principles of section 1235. The license is for a term of 18 years, and there are no facts to indicate that the license does not have a fixed duration.

Cam Merritt is a writer and editor specializing in business, personal finance and home design. He has contributed to USA Today, The Des Moines Register and Better Homes and Gardens”publications. Merritt has a journalism degree from Drake University and is pursuing an MBA from the University of Iowa. The excess of the amount of capital over the total capital employed by the business can be considered goodwill. Company Y has assets equaling $1.4 million and liabilities equaling $20,000. The net identifiable assets of the business are $1.4 million minus $200,000 which equals $1.2 million.

Any individual anticipating that they may have personal goodwill in a company should consult a tax professional in addition to a qualified business enterprise and intangible asset appraiser. The residual method must be used for any transfer of a group of assets that constitutes a trade or business and for which the buyer’s basis is determined only by the amount paid for the assets. This applies to both direct and indirect transfers, such as the sale of a business or the sale of a partnership interest in which the basis of the buyer’s share of the partnership assets is adjusted for the amount paid under section 743 of the Internal Revenue Code. Section 743 applies if a partnership has an election in effect under section 754 of the Internal Revenue Code. Thus, all amounts received by the shareholders from the sale of their personal goodwill should be taxed at capital gain rates irrespective of the fact that such shareholders entered into covenants not to compete with the buyer. Courts consistently have held that personal goodwill exists when an individual possesses the right to sell his or her personal goodwill. Conversely, personal goodwill is transferred to a corporation and, thus, does not exist when noncompetition or employment contracts are in force.

Consideration should also be given for any effect of the Net Investment Income Tax to a seller holding a business interest as an individual or through an estate or trust. This tax could add an additional 3.8 percent tax on top of the otherwise applicable amount. Many sellers prefer stock sales to asset sales; however, this may not produce a favorable outcome from the buyer’s perspective. A purchaser in a stock sale cannot deduct any of the purchase price until they sell the stock, which could be an unacceptable recovery period for a buyer interested in a continuing interest in a business. Instead, many buyers seek to purchase the business in a way where they may recover some of their cost more quickly through amortization, depreciation and other ordinary deductions. During the sale of a corporation’s assets, there will be income realized and taxes will be paid by the corporation. When those proceeds are distributed and the business closes its doors, the shareholders will be taxed on their capital gains.

In the liquidating distribution, P receives a section 197 intangible that was held by X during the transition period. B has a basis of $75,000 in the section 197 intangibles acquired from S. As the result of the gain recognition election by S, B may amortize $50,000 of its basis under section 197. Under paragraph of this section, the remaining basis does not qualify for the gain-recognition exception and may not be amortized by B. Pursuant to paragraph of this section, because of the section 734 adjustment, P is treated as having two amortizable section 197 intangibles, one with a basis of $3,000 and a remaining amortization period of 10 years and the other with a basis of $600 and a new amortization period of 15 years. The anti-churning rules of this paragraph do not apply to a continuing partner’s share of an increase in the basis of a section 197 intangible held by a partnership under section 734 to the extent that the continuing partner is an eligible partner. The gain subject to the tax determined under paragraph of this section may not be reported under the method described in section 453.

Asset Of The Owner V Asset Of The Company

Every business transaction is unique, and buyers and sellers should always consult with the appropriate professionals when considering a business sale structure. Because A is not an eligible partner, the anti-churning rules apply to A’s share of the basis increase. The anti-churning rules do not apply to C’s share of the basis increase. Pursuant to paragraph of this section, the beneficial ownership interest of X in Z is 6.25 percent, determined by treating X as if it owned a proportionate interest in the stock of Z that is actually owned by Y. Thus, even though X is related to Y and Y is related to Z, X and Z are not considered to be related for purposes of the anti-churning rules of section 197. In the case of an individual, estate, or trust, the highest marginal rate of tax is the highest marginal rate of tax in effect under section 1, determined without regard to section 1.

• Other examples include the cost of acquiring customer lists, subscription lists, insurance expirations, patient or client files, or lists of newspaper, magazine, radio, or television advertisers.
• Because the right to use the retained patents is described in paragraph of this section and the right is transferred as part of a purchase of a trade or business, the treatment of the royalty payments is determined under paragraph of this section.
• For purposes of this paragraph , an interest under an existing indebtedness does not include the deposit base of a financial institution.
• The calculation of the goodwill equation is done by adding the consideration paid, the fair value of non-controlling interests, and the fair value of previous equity interests and then deducting the fair value of net assets of the company.
• At the time of the distribution, the adjusted basis of A’s interest in ABC is $150.
• An asset is something of value that your business owns, like buildings, machinery, equipment, and vehicles.

The corporation’s owners are then taxed again when the proceeds transfer outside the corporation. In addition, if the company is an S-corporation that was formerly a C-corporation, and if the sale is within the 10-year built-in gains tax recognition period, the S-corporation’s asset sale could trigger corporate-level BIG taxes, under IRS Sec. 1374. Because the right to use the retained patents is described in paragraph of this section and the right is transferred as part of a purchase of a trade or business, the treatment of the royalty payments is determined under paragraph of this section. In addition, however, the retained patents are described in paragraph of this section. Thus, the annual royalty payments are chargeable to capital account under the general rule of paragraph of this section unless Y establishes that the license is not a sale or exchange under the principles of section 1235 and the royalty payments are an arm’s length consideration for the rights transferred. If these facts are established, the exception in paragraph of this section applies and the royalty payments are not chargeable to capital account for purposes of section 197.

Mercer Capital

Thus, intangible assets such as goodwill get the “residual value,” if there is any. You still have some wiggle room in allocating your price among the various assets, provided that your allocation is reasonable and the buyer agrees to it. Your odds are even better if your allocation is supported by a third-party appraisal. An asset sale is the purchase of individual assets and liabilities, whereas a stock sale is the purchase of the owner’s shares of a corporation. is goodwill a capital asset While there are many considerations when negotiating the type of transaction, tax implications and potential liabilities are the primary concerns. On January 1, 2001, A forms a partnership with B in which A owns a 40-percent, and B owns a 60-percent, interest in profits and capital. A contributes a nonamortizable section 197 intangible with a value of $80 and an adjusted basis of $0 to PRS in exchange for its PRS interest and B contributes $120 cash.

However, it has been declared a personal asset in several recent Tax Court decisions. This allows a sale of goodwill assets to be declared a capital gain and taxed only once and at a lower rate. In 2002, Howard and Howard Corp. sold the practice to Dr. Brian Finn and his personal service corporation, Brian K. Finn, DDS, PS (Finn Corp.). In the asset purchase agreement, Howard was allocated $549,900 for his personal goodwill and $16,000 for consideration regarding a covenant not to compete with Finn Corp. In so finding, the court decided that these characteristics did not belong to the corporation as intangible assets.

Get Your Clients Ready For Tax Season

Shortly thereafter, X transfers all the stock of its subsidiary conducting the unwanted business to Y in exchange for 100 shares of Y common stock and a Y promissory note. Prior to January 1, 2001, X and an underwriter had entered into a binding agreement pursuant to which U would purchase 85 shares of Y common stock from X and then sell those shares in a public offering. See paragraph of this section for special rules regarding the adjusted basis of an insurance contract acquired through an assumption reinsurance transaction.

Because B acquired the software solely for internal use, it is disregarded in determining for purposes of paragraph of this section whether the assets acquired in the transaction or series of related transactions constitute a trade or business or substantial portion thereof. Since no other assets were acquired, the software is not acquired as part of a purchase of a trade or business and under paragraph of this section is not a section 197 intangible. This paragraph applies to property that is acquired in a transaction subject to section 1031 or 1033 and is permitted to be acquired without recognition of gain . If the predecessor property was not an amortizable section 197 intangible, the adjusted basis of the replacement property, to the extent it does not exceed the adjusted basis of the predecessor property, may not be amortized under section 197. In either event, the replacement property is treated, with respect to so much of its adjusted basis as exceeds the adjusted basis of the predecessor property, in the same manner for purposes of section 197 as property acquired from the transferor in a transaction that is not subject to section 1031 or 1033.

Goodwill is the value of a trade or business attributable to the expectancy of continued customer patronage. This expectancy may be due to the name or reputation of a trade or business or any other factor. For example, an individual founds and grows a company named after herself that sells a certain type of replacement product. In this example, the founder is the inventor of the product, the creator of the manufacturing infrastructure, the expert in her industry, the person holding relationships with key suppliers and a philanthropist supporting her community.

Getting The Tax Advantages Of M&a In India

At that time, the intangible had a fair market value of $150 and an adjusted tax basis of $60. When ABC distributes the intangible to A in 2000, the intangible has a fair market value of $180 and a basis of $60. If the gain recognition election had not been made, S would have taxable income of $30,000 for 2001 and a tax liability of $4,500. If the gain were not taken into account, S would have no tax liability for the taxable year. Thus, the amount of tax (other than the tax imposed under paragraph of this section) imposed on the gain is also $4,500.

Accordingly, A is treated as having two intangibles, an amortizable section 197 intangible with an adjusted basis of $120 and a new amortization period of 15 years and a nonamortizable intangible with an adjusted basis of $30. The owner wants to minimize the purchase price allocated to the receivables and fully depreciated assets, because gains from those assets will be treated as ordinary income and taxed at the maximum 37% federal rate on the owner’s personal return. Gains from the other assets will be long-term capital gains that will be taxed at only 20% or 25%. A customer-based intangible is any composition of market, market share, or other value resulting from the future provision of goods or services pursuant to contractual or other relationships in the ordinary course of business with customers. (See, however, the exceptions in paragraph of this section.) In addition, customer-based intangibles include the deposit base and any similar asset of a financial institution.

Sale Of Business Generates Ordinary Income

Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb. Assume that Premier Manufacturing purchases Standard Machinery for $1,800,000. The amount paid that is greater than the fair market value of net assets is recorded as goodwill on Premier’s books. Goodwill is ($1,800,000 – $1,200,000), or $600,000, and the purchaser records goodwill and amortizes the balance over a period of years. Even in the best of circumstances, it is crucial to establish facts that can support a finding that the goodwill belongs to the shareholders and not to the target corporation. Unless the transaction is carefully planned, the IRS may deem the sale of goodwill by the shareholders to be a fiction.

Any stock in trade, consumable stores, or raw materials held for the purpose of business or profession have been excluded from the definition of capital assets. A stock sale usually results in the lowest total amount of tax being paid to the IRS, and the most money left in the hands of the parties. Theoretically at least, you should be able to take advantage of a stock sale by adjusting your purchase price to reflect the future tax burden to the buyer. When you sell your business, for tax purposes, you are actually selling a collection of assets. If you defer receipt of the purchase price to later years with an installment sale, you may be able to postpone paying tax on your gains until you receive them. In fact, if you’re not careful, you can wind up with less than half of the purchase price in your pocket, after all taxes are paid! However, with skillful planning it’s possible to minimize or defer at least some of these taxes.

Should a seller be contemplating an asset sale of his or her C Corporation, and there is an embedded gain involved, the possibility of allocating a portion of the purchase price to personal goodwill should be considered. The best case scenario is when the shareholder/manager has an excellent professional reputation and close contact with customers and suppliers. Also, for some taxpayers, creating personal goodwill helps minimize corporate income tax when the corporation liquidates, i.e., converts to an LLC that is taxable either as a partnership or as a disregarded single-member entity. The use of this technique can also minimize potential future built-in gain taxes if the corporation desires to make a subchapter S election. In an asset sale, the seller retains possession of the legal entity and the buyer purchases individual assets of the company, such as equipment, fixtures, leaseholds, licenses, goodwill, trade secrets, trade names, telephone numbers, and inventory. Asset sales generally do not include cash and the seller typically retains the long-term debt obligations.

Accordingly, the entire $20,000 net operating loss deduction that would have been available in 2001 but for the gain recognition election may be used in 2002, subject to the limitations of section 172. X, Y, and Z are each corporations that have only one class of issued and outstanding stock. X owns 25 percent of the stock of Y and Y owns 25 percent of the outstanding stock of Z. No other shareholder of any of these corporations is related to any other shareholder or to any of the corporations.

• The tax rates on capital gains have changed several times over the last 20 years, and it’s important to discuss the current capital gains tax rates with a CPA.
• Clearly, the buyer would much prefer the stepped-up basis of an asset sale.
• If personal goodwill represents a seller’s relationships with customers, the buyer should ensure that the seller is contractually obligated to provide introductions and facilitate a smooth transition of these relationships.
• The acquisition of such interest by such person or persons was not part of a transaction or series of related transactions in which the distributee partner or persons related to the distributee partner subsequently acquired such interest.
• Goodwill on your balance sheet ordinarily doesn’t have any effect on net income.
• You have a tax loss if the amount received for the sale of a business asset is less than its tax basis.
• Before you purchase a business or put one up for sale, it’s best to speak with a professional first.

Distribution of section 197 intangible to partner who acquired partnership interest prior to the effective date. In order to induce X to locate a new manufacturing business in the city, M grants X the right to purchase water for 16 years at a specified price. For purposes of subtitle F, the amount determined under this paragraph is treated as a tax imposed by section 1 or 11, as appropriate. Special rules for entities that owned or used property at any time during the transition period and that are no longer in existence. Treatment of amortizable section 197 intangibles as depreciable property.

Buying Assets

Generally, government managers have a “stewardship” duty to maintain capital assets under their control. See Triple bottom line for widely used public sector accounting methods in which natural capital and social capital are characterized not as intangibles or externalities but as actual capital assets. Also, in a sale of stock, the IRS does permit the buyer to elect to have the transaction treated as a purchase of assets (i.e., buyer can get a step-up in basis for the assets), if the buyer pays tax on the difference between each asset’s current basis and its fair market value in the year of the transfer.

The election is made by attaching an election statement satisfying the requirements of paragraph of this section to the electing taxpayer’s original or amended income tax return for that taxable year (or by filing the statement as a return for the taxable year under paragraph of this section). In addition, the taxpayer must satisfy the notification requirements of paragraph of this section. The election is binding on the taxpayer and all parties whose Federal tax liability is affected by the election. The anti-churning rules of this paragraph apply to a section 197 intangible that qualifies for the gain-recognition exception only to the extent the acquiring taxpayer’s basis in the intangible exceeds the gain recognized by the transferor. If an amount to which section applies is described in section 1253 , the amount is not included in the adjusted basis of the intangible for purposes of section 197. Any other amount, whether fixed or contingent, to which section 1253 applies is chargeable to capital account under section 1253 and is amortizable only under section 197.

There is typically a long list of business and personal issues that have to be considered. Taxes you have to pay when the business sells are one of the primary things people worry about. For reference, ordinary tax rates for a corporation are 35 percent and capital gains can range from 15 to 20 percent. The owner agrees to accept the second appraisal, because it seems reasonable and 70% of the purchase price is still allocated to lower-taxed capital gains assets .

This changes, however, if a company concludes that the amount of goodwill on its books is overstated and a portion of it must be written off. Businesses buy each other all the time, and in most cases, the price one company pays for another is larger than the value of the target company’s “net assets” — its assets minus its liabilities. When that happens, the “extra” amount becomes an intangible asset called goodwill. The difference between the actual purchase price paid to acquire the target company and the net book value of the assets is the excess purchase price. Therefore, there’s no FMV cap on purchase price allocations to goodwill.

A top free accounting software to consider from the start of your search is Wave accounting software. Through this option, you’ll be able to connect unlimited bank and credit card accounts to your books.

Compiere ERP is a modern, low-cost open source ERP and CRM business software aimed at small and medium-sized businesses involved in retail, distribution, and service and manufacturing. Bullet Journal is a multipurpose productivity booster journal-taking method, The journal can be anything from a calendar, a goal tracker, a project manager, activity tracker, to a to-do list. Many people and teams prefer to use web-based office suites as online services by enterprises like Google, and Microsoft. Some may have privacy concerns about using enterprise services or want their private alternative system, therefore her…….Read more… BillRunBillRun is an interesting open-source business CRM platform. We recommended it for a big data billing solution such as VoIP providers, digital businesses and SMBs. “A profit-maximizing entity can extract more value from their users by taking actions to get control of the user’s data, create walled gardens, and make it difficult for the user to change their software.”

If you want something that will grow with your business paid accounting solutions are far better equipped to deal with your needs as they become more complicated than the free solutions suggested here. We also strongly recommend checking out our look at the best accounting software for Mac all of which have currently have free trials and offer huge discounts. Moreover, LedgerSMB has several built-in modules like sales, invoicing, purchasing, light manufacturing, inventory management, fixed asset tracking, and point-of-sale.

Adminsoft Accounts

One unique feature of Sunrise is that you may qualify for additional funding opportunities through Lendio just by maintaining your books. You can upgrade to Sunrise’s paid professional bookkeeping service, which offers extremely competitive pricing.

For instance, the price of Enterprise Level Accounting Software is obviously high due to its features and facilities. You can buy that software only if you really need that level of features; otherwise, you end up in investing in an accounting software having features, you would never use.

Wave: Overall Best Free Accounting Software

Moreover, NetSuite accounting software ensures that the financial statements and disclosures generated are in compliance with multiple regulatory standards including ASC 606, GAAP, SOX, and others. The accounting software includes tools which help in creating invoices, process payments, maintain payroll, record taxes, streamline communication, and generate reports in a systematic and accurate manner. Similar to other automated systems, accounting software has also evolved with time and so now includes advanced features for growing and diversified sectors. For small business and freelancers, I recommend SlickPie software.

Another free desktop accounting software option to consider is NCH Express Accounts. The free version of this accounting software can support the accounting needs of small businesses with fewer than five employees. Through this free accounting software for small businesses, you’ll be able to access and generate 20 crucial financial reports and analyze revenues by customer, team member, or item.

So, Which Are Those Features Which Are Highly Desired By The Businesses In Accounting Software?

The user-friendly software also features contact management, expense tracking, multiple bank and credit card accounts, and the ability to import bank and credit card statements. GnuCash is yet another free open source bookkeeping software for Windows, Linux, BSD, macOS, and Solaris. This software is specially designed for personal and small businesses to help them keep and manage their financial records. In this software, you can also import and manage existing financial data in the form of QIF, OFX, and CSV formats.

It has a robust invoicing feature and can translate up to 45 languages. Accounting software is a necessity when it comes to managing billings, debts, stocks, invoices and any other kind of financial transaction. You might require something for your personal finances or perhaps for enterprise-focused accounting software. No matter what, it is important to consider open source solutions available . This best small business accounting software can track and manage already paid invoices to boost your cash flow. Versaccounts is a best small business accounting software that gives ERP solutions to companies. You can utilize this software to manage ERP modules like general ledger, account payable, accounts receivables, and fixed assets.

User

The best free accounting software options offer an enticing $0 price tag but should still be reliable, secure, and feature-rich. Our top choices include Wave, ZipBooks, Odoo, Sunrise, Zoho Books, and Fiverr Workspace. In fact, there are lots of great accounting software options that are free out on the market. With free software, you can balance the books and keep a close eye on your finances without spending a dime. Finally, KashFlow offers a Business and Payroll package, which has all of the aforementioned features along with added payroll functionality.

• But, with the evolving technology, companies started using accounting software because of its high-end speed, accuracy, and convenience.
• Once you’re ready to bill, pull that time into an invoice with a single click.
• This small business accounting software provides support via phone, chat, or email.
• We believe everyone should be able to make financial decisions with confidence.
• It provides a robust accounting platform enabling your business to manage and streamline processes accurately and efficiently resulting in high productivity and growth.
• Openmiracle is free and open sources accounting software which is a complete solution for all your business needs.

You can use it to send and track professionally designed invoices. This small business accounting software provides a bird’s eye view of the performance of income, expenses, and profit. It is built on professional accounting principles to ensure accurate reports. It supports features such as extensive accounting features, stock/mutual fund portfolios, online stock quotes, mutual fund quotes, QIF, OFX, CSV imports and supports multiple currencies. You can use accounting software to collect accounting information, analyze, generate reports, automate recurring tasks, and govern your accounts.

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See our expert’s shortlist of invoicing software to help your business run smoothly. Best scalable free accounting software.Best scalable free accounting software. Best overall free accounting software.Best overall free accounting software. An expert in accounting, finance, and point of sale, Erica has been researching and writing about all things small-business since 2018.

Accounting, on the other hand, is the process of compiling all of that information prior to filing tax returns. In both cases, you can make either task much easier by enlisting the help of bookkeeping and account software. Most packages now let you carry out both jobs and all within the framework of one interface. The service comes armed with a full suite of tools, which can not only let you tackle your accounting chores, but can also be used to take on payroll and HR duties too.

The vendors that appear on this list were chosen by subject matter experts on the basis of product quality, wide usage and availability, and positive reputation. Our unbiased reviews and content are supported in part by affiliate partnerships, and we adhere to strict guidelines to preserve editorial integrity. The editorial content on this page is not provided by any of the companies mentioned and has not been reviewed, approved or otherwise endorsed by any of these entities. Responses are not provided or commissioned by the vendor or bank advertiser. Responses have not been reviewed, approved or otherwise endorsed by the vendor or bank advertiser. It is not the vendor or bank advertiser’s responsibility to ensure all posts and/or questions are answered. This app has been around since the late 1990s, and is available for Linux, GNU, OpenBSD, Android, macOS and Windows.

We believe everyone should be able to make financial decisions with confidence. Slightly more modern in design than GnuCash, TurboCASH is another free, open-source accounting solution. However, unlike GnuCash, TurboCASH has very few user reviews to legitimize this software. The fact that the software’s webpage shows up as “not secure” on my browser is also not very reassuring. Best for businesses of any size that want a customizable, scalable accounting solution. Best overall software for small businesses that want a forever-free plan with loads of great features.

Most people take care of finances by hiring an accountant or manage their finances using accounting software. There are several excellent open-source accounting software out there. Free accounting tools are great when they cover your requirements. If a tool doesn’t make it easy for you to manage your money, however, then it may save you time and headaches to go with a paid option instead. You can usually opt for free trials before committing to a platform, too.

It’s a little bare-bones, but it still covers a lot of bases that other options on this list might have stuck behind paywalls. The platform is an invoice management solution, above all else — and that can be a benefit or drawback in its own right, depending on what you need. That said, it’s not much of a long-term solution for businesses anticipating a lot of growth. It’s better suited for sole proprietors who need a program to get them through their day-to-day. Wave Accounting is one of the more tested, reliable options listed here.

Brightbook is a web-based accounting solution tailored to suit the needs of independent contractors, freelancers, and small business owners — though it tends to work better for the former two. Sunrise sets itself apart from other bookkeeping open source book keeping software solutions with its dedicated bookkeeper services, but those services come at a hefty premium. As I mentioned, its free plan is self-service — which works for small businesses but might not be sustainable as your business expands.

Its features include managing payments, items and inventory, assets, invoices and credit notes, purchase and sales orders, a built-in ledger with a budget, etc. Of course, even the best free software won’t be your most powerful accounting software options. If you want to access state-of-the-art accounting innovations for your small business, you’ll have to pay for it. InvoicePlane is a self-hosted, free, and open-source clients, invoices, and payments management system. It is a simple useful app for freelancers, small and medium-size businesses.

Free Accounting Software Alternatives: Accounting Software Free Trials

Manage cash flow, prepare cheques, receipts and account reconciliation. Can handle multiple currencies and convert them at the latest exchange rates easily. Easy-to-use software including customized menu launch making it comfortable for businesses having unique requirements. It can provide access to financial statements providing a clear picture of the financial position of the company. It can convert multiple currency transactions to the main currency.

Should your needs extend beyond that, you’ll need to upgrade to one of its premium plans. Money Manager Ex is compatible with Windows, Linux and Mac operating systems. It is useful in terms of tracking income and expenses along with assets and liabilities.

• The database that they use is MongoDB that can support for different type of documents, and it has written with PHP.
• If those reports are not accurate or having errors, the decisions can go wrong which can be a big disaster for the business in terms of profitability and growth.
• It does not support the double-entry system and has a bit complicated user interface.
• Plus, you’ll be able to invoice and scan receipts for free as well.
• For $15/month, you can sign up for the Smarter plan, which boasts additional features and automations, including scheduled recurring invoices, time tracking, and support for up to five team members.

Using this software, you can manage the financial records of small businesses. In it, you can load existing financial records or create records from scratch. To load records, you can use its Open option that supports records stored in XML file format. Later, you can also export or save financial records in XML format.

ZipBooks is a great free accounting software package for small businesses. It comes packed with plenty of accounting features aimed at smoothing the process for SMB’s.