加州税改算旧账，技术公司忙跑路

    如果加州企业主和投资者在过去的4年中出售过企业，那么等待他们的将是一封会让他们大吃一惊的信件。加州税务局（Franchise Tax Board）不仅取消了针对小型企业和投资者的资本收益税收减免政策，而且还宣布，税收政策在恢复后具有追溯效力。它意味着那些曾享受过税收减免政策的企业家们将收到未缴税款及其利息的账单，而且可征税时间将一直追溯至2008年。

    自1993年以来，销售“合格”小型企业股票的加州企业主和早期公司投资者一直都在享受州所得税的部分减免。这个政策对那些希望在加州创业、兴业的人们起到了鼓励作用。如果这些人卖掉了公司，他们只需按正常税率的一半缴纳所得税——即4.5%而不是9%。 照片分享应用公司Instagram和商铺点评网Yelp（Yelp）的创始人都在此列。

    加州税务局于去年12月宣布了这个决定，并于今年年初开始执行。目前，股东不仅需要按全额税率（已上升至约13%）为资本收益支付所得税，而且还得补缴政策追溯期限内曾免掉的50%的税款。加州税务局表示，这项政策将涉及2,500多名纳税人，并带来约1.2亿美元的税收收入。

    果然，这个变化引发了企业家们的担忧。

    企业家、制药数据公司AdverseEvents联合创始人布莱恩•欧佛斯瑞特说：“尽管很多人都会受到很大的影响，但他们甚至都不知道这回事。它会动摇我们在加州继续发展的决心。”欧佛斯瑞特之前曾与他人联合创立了Sagient Research Systems公司，他于去年出售了这一公司。他个人将不得不为这笔交易额外支付高达六位数的税金和利息。

    具有讽刺意味的是，正是小型企业自身的所作所为导致了这个变化。一位名叫弗兰克•卡特勒的橘子郡企业家因享受税收减免政策的要求遭到拒绝而将加州税务局告上了法庭，原因是这位企业家在加州的业务不足企业整个业务量的80%，并不满足减免政策的要求。加州上诉法院做出了有利于卡特勒的判决，废除了政策中的这个要求，并称这个要求带有歧视性。作为回应，加州税务局决定取消整个税收减免政策。

    欧佛斯瑞特与多名加州企业家成立了一个名叫捍卫加州企业（California Business Defense）的组织，以对抗加州税务局的这一决定。他们表示，税务局此举的涉及面过于广泛。在他们看来，税务局应取消政策中80%业务的要求，而不是取消整个减免政策。欧佛斯瑞特说：“加州税务局并不是只有这一种选择。我们的立场是，之前也有过其他先例，但是他们并没有照着做。税务局的步子迈得太大了，有必要缓一缓，好让那些头脑比较冷静的人掌握话语权。”

    Entrepreneurs and investors in California can expect to receive a rude shock in the mail if they sold their company in the last four years. Not only did the state's Franchise Tax Board (FTB) eliminate a tax break on capital gains for small business owners and investors, it announced the tax would be reinstated retroactively. This means those who benefitted from the break can expect a bill for unpaid taxes, plus interest, stretching all the way back to 2008.

    Since 1993, California entrepreneurs and early-stage investors have enjoyed a partial state income tax exclusion on sales of stock of a "qualified" small business. This was an incentive for people to start and keep businesses in California. If they sold their company, they would only have to pay half of the regular state tax rate on what they gained -- about 4.5% instead of 9%. That could include founders of companies such as Instagram and Yelp (YELP).

    The FTB announced its decision last December, and the ruling went into effect earlier this year. Now, not only will stockholders have to pay the full tax rate on capital gains, which has risen to about 13%, but they'll also be billed retroactively for 50% of the taxes they excluded. The FTB says this will affect over 2,500 people and bring in about $120 million in revenue.

    Not surprisingly, the changes have led to concern among entrepreneurs.

    "A lot of people who are going to be very affected don't even know about it," says Brian Overstreet, entrepreneur and co-founder of AdverseEvents, a pharmaceutical data firm. "This is going to affect our decision to keep jobs and businesses in California." Overstreet had previously co-founded Sagient Research Systems, a company he sold last year. As a result of the transaction he says he will personally have to pay an additional six-figure amount in taxes and interest.

    Ironically, it was the actions of a small business owner that led to the change. An Orange County businessman named Frank Cutler sued the FTB after being denied the tax break because less than 80% of his business was based in California, one of the incentive's caveats. The California Court of Appeals sided with Cutler and struck down the provision, saying it was discriminatory. In response, the Franchise Tax Board decided to eliminate the incentive entirely.

    Overstreet and a group of California entrepreneurs have formed a group dubbed California Business Defense to fight the ruling, saying the FTB's actions were too broad. They argue it could have struck down the 80% rule instead of the entire tax break. "The FTB had more than one choice to make here, and our position is that there were other precedents available, which they did not follow," says Overstreet. "The wheels are going too fast, the process needs to slow down so that cooler heads can prevail."