Arvori
Entity Structure guides for CPAs.
When a client wants investors, entity structure determines what's possible. Here's how CPAs navigate S-Corp ineligible shareholders, QSBS, and forced C-Corp conversion.
Not every state conforms to the federal S-Corp election. CPAs must know which states reject it, require separate elections, or impose additional franchise taxes on LLCs taxed as S-Corps.
Disregarded entity vs pass-through entity: filing requirements, SE tax treatment, QBI mechanics, reasonable salary rules, and when state conformity diverges.
S-Corp shareholder basis explained for CPAs — how stock basis and debt basis work, loss ordering rules, at-risk limitations, distributions, and recordkeeping requirements.
Tax implications when adding a partner to an LLC — IRC §721 nonrecognition, capital account setup, §704(c) built-in gains, §754 election, and Form 1065 filing obligations.
How to qualify for the IRC §1202 QSBS gain exclusion in 2025 — C-Corp requirements, gross assets test, 5-year hold, OBBBA changes, and documentation for CPAs.
When CPAs should recommend a holding company structure — liability isolation, IP protection, OpCo/HoldCo design, S-Corp vs C-Corp at the holdco level, and tax tradeoffs.
How to make a QSub election under IRC §1361(b)(3) — eligibility, Form 8869, built-in gains, state conformity, and termination events explained.
C-Corp vs S-Corp vs LLC: a CPA's complete decision guide — 21% flat rate, QBI eligibility, QSBS, retained earnings, and when each structure wins in 2025.