How NOT to use a Roth IRA

By Jordan Sheppherd

A little over a year ago, a court case came out involving a Roth IRA/Corporation structure, the facts of which are almost comical. The case is Polowniak v. Commissioner TC 2016-31. You can see it on the US Tax Court’s website here.

It is an entertaining read for those of us who understand the self-dealing rules of IRAs, and I would suggest everyone take the time to read through the tax court’s decision.

In a nutshell, this guy attempted to shift consulting income he had in his personally owned S-Corp, over to a C-Corp owned by his and his wife’s Roth IRAs.

Is this allowed? Um, no.

In 2001, this fellow Polowniak, created a Roth IRA and made a $2,000 contribution. He then created a C-Corp, had the Roth IRA buy 98% of the stock, while the other 2% was bought by one of his administrative assistants. At a later date, his wife also created a Roth IRA, and her Roth also bought stock in the C-Corp. Already at this point, he and his wife both engaged in prohibited transactions. Here’s why: he was probably fine when his Roth bought stock in the C-Corp and the rest was bought by his administrative assistant. As soon as his wife’s Roth bought into the C-Corp though, it triggered a PT (prohibited transaction) because his wife’s Roth IRA was essentially purchasing stock from his Roth IRA; so his Roth IRA was selling stock to his wife’s Roth IRA.

It gets better though.

As if this wasn’t bad enough, he took an S-Corp that he personally owned, and had it enter into a subcontracting contracting agreement with the Roth IRA owned C-Corp. Another prohibited transaction. Here’s why: he is a disqualified or prohibited person to his own IRA; he isn’t allowed to deal with his IRA or any company his IRA owns. Here he is executing a contract between his own personal S-Corp, and the C-Corp that is owned by his Roth IRA. This is clearly self-dealing.

During the course of the subcontracting contract, this fellow provided services to the Roth IRA owned C-Corp. His personal S-Corp also made a number of loans to the Roth IRA owned C-Corp. More prohibited transactions. Here’s why: As a disqualified person, he’s now offering services and loaning money to, a company owned by his Roth IRA. This is also clearly self-dealing.

Given that the statute of limitations had most likely expired on the prohibited transactions, the tax court focused on the improper dealings creating excess contributions to his Roth IRA. It didn’t turn out favorably for Mr. Polowniak.

There’s a lot in the case about excess contributions and some other technical stuff, but forget all that and focus on the idea of self-dealing. Once you read through it, I think you’ll agree that this is an amusing case. How this guy thought he could get away with this is beyond me.

Bottom line: don’t deal with yourself or your immediate family. Stay away from anyone who tells you otherwise, and use these structures the way they were intended to be used – by investing in non-traditional assets to increase your retirement savings.

Contact Us

    Name *

    Email *

    Phone *

    How can we help? *


    1. mickey

      I understand that for the IRA owner to provide unpaid services to an IRA account may create excess contributions. However, I am unclear as to how much, if any, unpaid (or paid) services can he provide to a C corp that is owned by an IRA. Since the C corp is engaged in an active business and pays corporate income tax, can the ira owner not provide services to the C corp without those services being considered a contribution?

      • Jordan Sheppherd

        Hey Mickey,

        Are you talking about the Rollover Business Startup (ROBS) structure? If so, then yes you can work for the C-Corp, but that is only because the ROBS structure employs several exemptions from the DOL to allow the retirement account owner to work for the C-Corp. The ROBS is used when someone wants to take their retirement funds, and use them to start an actual business. We don’t set up ROBS structures, but they’re a good option if you’re looking to start a business with retirement funds.