What Is the Applicable Federal Rate (AFR)?

The applicable federal rate (AFR) is the minimum interest rate that the Internal Revenue Service (IRS) allows for private loans. Each month the IRS publishes a set of interest rates that the agency considers the minimum market rate for loans. Any interest rate that is less than the AFR would have tax implications. The IRS publishes these rates in accordance with Section 1274(d) of the Internal Revenue Code.

Understanding the Applicable Federal Rate (AFR)

The AFR is used by the IRS as a point of comparison versus the interest on loans between related parties, such as family members. If you were giving a loan to a family member, you would need to be sure that the interest rate charged is equal to or higher than the minimum applicable federal rate.

The IRS publishes three AFRs: short-term, mid-term, and long-term. Short-term AFR rates are determined from the one-month average of the market yields from marketable obligations, such as U.S. government T-bills with maturities of three years or less. Mid-term AFR rates are from obligations of maturities of more than three and up to nine years. Long-term AFR rates are from bonds with maturities of more than nine years.

Example of How to Use the AFR

As of Apr. 2022, the IRS stated that the annual short-term AFR was 1.26%, the mid-term AFR was 1.87%, and the long-term AFR was 2.25%. Please bear in mind that these AFR rates are subject to change by the IRS.

Which AFR rate to use for a family loan would depend on the length of time designated for payback. Let’s say you were giving a loan to a family member for $10,000 to be paid back in one year. You would need to charge the borrower a minimum interest rate of 1.26% for the loan. In other words, you should receive $126 in interest from the loan.

In our example above, any rate below 1.26% could trigger a taxable event. For example, let’s say you gave the same loan, but you didn’t charge any interest. By not charging any interest, you would have “foregone” $126 in interest income, and according to the IRS, it would be considered a taxable gift. Any interest rate charged below the stated AFR for the particular term of the loan would be considered foregone interest and, as a result, be taxable.

Special Considerations

When preparing to make a loan between related parties, taxpayers should consider two factors to select the correct AFR. The length of the loan should correspond to the AFRs: short-term (three years or less), mid-term (up to nine years), and long-term (more than nine years).

If the lender charges interest at a lower rate than the proper AFR, the IRS may reassess the lender and add imputed interest to the income to reflect the AFR rather than the actual amount paid by the borrower. Also, if the loan is more than the annual gift tax exclusion, it may trigger a taxable event, and income taxes may be owed. Depending on the circumstances, the IRS may also assess penalties.

What Is an Arm’s Length Transaction?

An arm’s length transaction refers to a business deal in which buyers and sellers act independently without one party influencing the other. Arm’s length transactions assert that both parties act in their own self-interest and are not subject to pressure from the other party. They also assure others that there is no collusion between the buyer and seller. In the interest of fairness, both parties usually have equal access to information related to the deal.

Understanding Arm’s Length Transactions

Arm’s length transactions are commonly used in real estate deals because the sale affects not only those who are directly involved in the deal but other parties as well, including lenders.

If two strangers are involved in the sale and purchase of a house, the final agreed-upon price is likely close to fair market value (FMV), assuming that both parties have equal bargaining power and the same information about the property. The seller would want a price that’s as high as possible, and the buyer would want a price that is as low as possible. Otherwise, the agreed-upon price is not likely to differ from the property’s actual FMV.

As noted above, the buyer and seller aren’t the only ones involved in an arm’s length transaction. This type of transaction also has a direct impact on the financing needed from a bank as well as municipal and local taxes. The transaction can also influence comparable prices in the market.

Arm’s Length vs. Non-Arm’s Length Transactions

Family members and companies with related shareholders generally don’t engage in arm’s length sales. Instead, the deals between them are non-arm’s length transactions. This type of transaction, which is also known as an arm-in-arm transaction, refers to a business deal in which buyers and sellers have an identity of interest. Put simply, buyers and sellers have an existing relationship that is either business-related or personal.

An existing relationship tends to influence the terms of a non-arm’s length transaction. For instance, it’s unlikely that a transaction involving a father and his son would yield the same result as a deal between strangers because the father may choose to give his son a discount.

If the sale of a house between father and son is taxable, tax authorities may require the seller to pay taxes on the gain he would have realized had he been selling to a neutral third party. They would disregard the actual price paid by the son.

In the same way, international sales between non-arm’s-length companies, such as two subsidiaries of the same parent company, must be made using arm’s length prices. This practice, known as transfer pricing, assures that each country collects the appropriate taxes on the transactions.

Arm’s Length Transactions and Fair Market Value (FMV)

As noted above, one of the main benefits of arm’s length transactions is that the transaction is fair and equitable. This is especially true when it comes to real estate deals. When the buyer and seller have no previous relationship, the terms of the deal—notably, the sale price—accurately reflect market conditions rather than being influenced by other factors. This value is referred to as the fair market value.

FMV is the best possible price that a neutral and impartial seller and buyer are willing to accept and pay to close the deal. The following are just some of the factors that are used to determine the FMV of a home:

• Location (city, neighborhood)
• Comparable home prices
• Condition and age of home
• Size and amenities
• Renovations and upgrades made to the property

Of course, other factors also work into the FMV of a home, including interest rates and the condition of the overall economy.

Example of an Arm’s Length Transaction

Let’s use a hypothetical example to show how arm’s length transactions work. We can start by expanding on the example above using the father and son and the real estate transaction. For clarity’s sake, let’s say the father’s name is John and the son’s name is Henry.

Assume that John is selling his home and puts the house up for sale for $350,000. He gets an offer for that amount based on the FMV. The potential buyer looked at some of the factors affecting the value, including the location, amenities, and comparable homes. If the sale goes through, it’s considered a arm’s length transaction.

But Henry throws John a loop saying he needs a new place and would like to buy the home for himself. He offers a lower price of $275,000 since it’s his father who’s selling the house. If John decides to accept, he would be conducting a non-arm’s length transaction.

The Bottom Line

Every buyer and seller wants to get the best price possible for their financial transactions. One of the best ways to do so is to conduct an arm’s length transaction. Being at arm’s length means there are no personal factors that influence the price and the decision to either accept or reject an offer. Those who execute non-arm’s length transactions may not get the best price, which can also affect the overall market and lending decisions.

What Are Agency Costs?

An agency cost is a type of internal company expense, which comes from the actions of an agent acting on behalf of a principal. Agency costs typically arise in the wake of core inefficiencies, dissatisfactions, and disruptions, such as conflicts of interest between shareholders and management. The payment of the agency cost is to the acting agent.

Understanding Agency Cost

Agency costs can occur when the interests of the executive management of a corporation conflict with its shareholders. Shareholders may want management to run the company in a certain manner, which increases shareholder value.

Conversely, the management may look to grow the company in other ways, which may conceivably run counter to the shareholders’ best interests. As a result, the shareholders would experience agency costs.

As early as 1932, American economists Gardiner Coit Means and Adolf Augustus Berle discussed corporate governance in terms of an “agent” and a “principal,” in applying these principals towards the development of large corporations, where the interests of the directors and managers differed from those of owners.

Principal-Agent Relationship

The opposing party dynamic is called the principal-agent relationship, which primarily refers to the relationships between shareholders and management personnel. In this scenario, the shareholders are principals, and the management operatives act as agents.

However, the principal-agent relationship may also refer to other pairs of connected parties with similar power characteristics. For example, the relationship between politicians (the agents), and the voters (the principals) can result in agency costs. If the politicians promise to take certain legislative actions while running for election and once elected, don’t fulfill those promises, the voters experience agency costs. In an extension of the principal-agent dynamic known as the “multiple principal problems” describes a scenario where a person acts on behalf of a group of other individuals.

A Closer Look at Agency Costs

Agency costs include any fees associated with managing the needs of conflicting parties, in the process of evaluating and resolving disputes. This cost is also known as agency risk. Agency costs are necessary expenses within any organization where the principals do not yield complete autonomous power.

Due to their failure to operate in a way that benefits the agents working underneath them, it can ultimately negatively impact their profitability. These costs also refer to economic incentives such as performance bonuses, stock options, and other carrots, which would stimulate agents to execute their duties properly. The agent’s purpose is to help a company thrive, thereby aligning the interests of all stakeholders.

Dissatisfied Shareholders

Shareholders who disagree with the direction management takes, may be less inclined to hold on to the company’s stock over the long term. Also, if a specific action triggers enough shareholders to sell their shares, a mass sell-off could happen, resulting in a decline in the stock price. As a result, companies have a financial interest in benefitting shareholders and improving the company’s financial position, as failing to do so could result in stock prices dropping.

Additionally, a significant purge of shares could potentially spook potential new investors from taking positions, thus causing a chain reaction, which could depress stock prices even further.

In cases where the shareholders become particularly distressed with the actions of a company’s top brass, an attempt to elect different members to the board of directors may occur. The ouster of the existing management can happen if shareholders vote to appoint new members to the board. Not only can this jarring action result in significant financial costs, but it can also result in the expenditure of time and mental resources.

Such upheavals also cause unpleasant and exorbitant red-tape problems, inherent in top-chain recalibration of power.

Real-World Example of Agency Costs

Some of the most notorious examples of agency risks come during financial scandals, such as the Enron debacle in 2001. As reported in this article on SmallBusiness.chron.com, the company’s board of directors and senior officers sold off their stock shares at higher prices, due to fraudulent accounting information, which artificially inflated the stock’s value. As a result, shareholders lost significant money, when Enron share price consequently nosedived.

Broken down to its simplest terms, according to the Journal of Accountancy, the Enron debacle happened because of “individual and collective greed born in an atmosphere of market euphoria and corporate arrogance.”