Author
Kenji Tanaka
Small business
Kenji has spent over a decade breaking down business formation, entity compliance, and dissolution across all 50 states. He has personally walked through the LLC closure process and translates dense state filing rules into plain steps anyone can follow.
Small business11 min
IRC §338(h)(10) election: how to treat a stock sale as an asset sale for tax purposes, the buyer's stepped-up basis advantage, the seller's phantom-sale mechanics, and when the election makes sense for both parties
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business11 min
IRC §1060 asset acquisition allocation: the residual method for allocating purchase price in business acquisitions, the seven asset classes, the Form 8594 reporting, and why the allocation determines the tax outcome for both buyer and seller
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business11 min
Family limited partnerships: the asset protection and estate planning structure, the valuation discounts for gift and estate tax, the IRS scrutiny for sham entities, and the coordination with §754 and §2036
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business11 min
IRC §754 election and §743(b) basis adjustment: the partnership basis step-up on sale or death, the inside-vs-outside basis problem, the mandatory adjustment for substantial built-in losses, and the irrevocability of the election
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business11 min
Convertible notes vs. SAFEs: the debt vs. equity distinction, the valuation cap and discount mechanics, maturity and interest on notes, the post-money SAFE, and the tax and bankruptcy treatment that founders and investors need to understand
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business12 min
Employee Stock Ownership Plans: the §1042 capital gains deferral for C-corp sellers, the S-corp zero-federal-tax structure, the leveraged ESOP acquisition mechanism, and the OBBBA expansion of §1042 to S-corp stock in 2028
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business11 min
IRC §461(l) excess business loss limitation: the cap on offsetting nonbusiness income, the OBBBA permanent extension, the counterintuitive 2026 threshold drop, and the NOL carryforward conversion
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business11 min
IRC §163(j) business interest expense limitation: the 30%-of-ATI cap, the OBBBA permanent restoration of the EBITDA add-back, the small business gross-receipts exemption, and the real property and farming elections
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business12 min
IRC §1202 Qualified Small Business Stock: the OBBBA tiered holding period, the $15 million per-issuer exclusion cap, the $75 million gross-assets threshold, and the C-corporation and active-business requirements
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business12 min
§1031 reverse exchange: Rev. Proc. 2000-37 safe harbor, the Exchange Accommodation Titleholder parking arrangement, the 45/180-day timing requirements, and the Bartell non-safe-harbor option
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business12 min
IRC §125 cafeteria plans: the constructive receipt safe harbor, the three nondiscrimination tests, the simple cafeteria plan exception for small employers, and the 2026 Health FSA and DCFSA limits
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business11 min
QSEHRA and ICHRA: the small employer health benefit alternatives to group insurance, the 2026 contribution limits, and the ACA market reform compliance framework
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business12 min
Cost segregation studies: the §1245 / §1250 reallocation framework, the engineering-based study requirement, the 100% bonus depreciation restoration under OBBBA, and the depreciation recapture trade-off
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business13 min
IRC §409A deferred compensation: the five operational requirements, the 20% additional tax penalty, the specified-employee 6-month delay, and the safe harbors that exempt stock options at FMV
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business12 min
IRC §280A home office deduction: the exclusive-use rule, the principal-place-of-business test, the simplified method, and the depreciation recapture that catches people on sale
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business12 min
IRC §721 partnership contribution: tax-free property transfers, the investment company exception, services as non-property, and how it differs from §351
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business12 min
IRC §263(a) tangible property capitalization: the de minimis safe harbor, small taxpayer election, routine maintenance framework, and how to actually tell a repair from an improvement
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business16 min
IRC §351 corporate formation: how the substantial tax-free transfer to controlled corporation framework actually works with the 80% control test, boot framework, and basis coordination
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business16 min
IRC §168 MACRS depreciation framework: how the substantial Modified Accelerated Cost Recovery System actually works with asset class lives, conventions, and bonus depreciation coordination
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business16 min
IRC §1411 net investment income tax: how the substantial 3.8% Medicare surtax framework actually works for substantial high-income investors and passive activity holders
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business16 min
Section 469 passive activity loss limitation: how the substantial framework actually works for rental real estate, limited partners, and substantial passive activities
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business9 min read
How to Close a Sales Tax Account in Texas
Kenji Tanaka · reviewed by Rafael M. Mendoza, EA
Small business10 min read
How Single-Member LLC Taxes Work: Filing, Self-Employment, and Key Deadlines
Kenji Tanaka · reviewed by Rafael M. Mendoza, EA
Small business10 min read
Valuation Cap Explained: How It Protects Early Investors in Convertible Notes and SAFEs
Kenji Tanaka · reviewed by Bridget Vogel, JD
Small business16 min
Section 174 R&D capitalization: how the substantial post-TCJA mandatory capitalization framework actually works for tech and SaaS businesses
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business16 min
Partnership tax fundamentals: how Subchapter K (§§701-777) actually works for partnerships, multi-member LLCs, and joint ventures
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business16 min
Self-employment tax mechanics: how §§1401-1403 actually work for business owners and the substantial deduction framework
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business8 min
How to Dissolve an LLC in Alaska (2026)
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business8 min
How to Dissolve an LLC in New Hampshire (2026)
Kenji Tanaka · reviewed by Rafael M. Mendoza, EA
Small business16 min
S-corp election Form 2553: how the §1362 election framework actually works and the late election relief framework
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business7 min
How to Dissolve an LLC in New Mexico (2026)
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business8 min
How to Dissolve an LLC in Arkansas (2026)
Kenji Tanaka · reviewed by Rafael M. Mendoza, EA
Small business8 min
How to Dissolve an LLC in Maryland (2026)
Kenji Tanaka · reviewed by Rafael M. Mendoza, EA
Small business16 min
Quarterly estimated tax payments for business owners: how the Form 1040-ES framework actually works
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business10 min
LLC vs S Corp: Which Is Better for Your Business?
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business10 min
LLC vs Sole Proprietorship: Which Should You Choose?
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business9 min
Sole Proprietorship vs Partnership: Which Fits Your Business?
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business9 min
How to Dissolve an LLC in Pennsylvania (2026)
Kenji Tanaka · reviewed by Stefan Keller, Compliance Reviewer
Family law7 min
Can a Child Choose Which Parent to Live With? What Courts Actually Do
Kenji Tanaka · reviewed by Astrid Richter, Legal Researcher
Family law8 min
What Happens at a Custody Hearing? A Step-by-Step Walkthrough
Kenji Tanaka · reviewed by Astrid Richter, Legal Researcher
Legal help8 min
How to File a Complaint Against Your Lawyer
Kenji Tanaka · reviewed by Bridget Vogel, JD
Small business7 min
How to Dissolve an LLC in Colorado (2026)
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business16 min
Section 1244 small business stock loss treatment: how the ordinary loss conversion actually works for failed business investments
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business8 min
How to Dissolve an LLC in Michigan (2026)
Kenji Tanaka · reviewed by Rafael M. Mendoza, EA
Estate planning10 min
What Is a Beneficiary? How to Name One and Why It Overrides Your Will
Kenji Tanaka · reviewed by Rafael M. Mendoza, EA
Criminal law10 min
What Is a Subpoena? Types, What Happens If You Ignore One, and How to Respond
Kenji Tanaka · reviewed by Bridget Vogel, JD
Small business16 min
Section 179 expensing and bonus depreciation: how business equipment expensing actually works after TCJA
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Bankruptcy11 min
Chapter 7 vs. Chapter 13 Bankruptcy: Which One Actually Fits Your Situation
Kenji Tanaka · reviewed by Rafael M. Mendoza, EA
Expungement11 min
Clean Slate Laws: The States Where Your Record Clears Itself
Kenji Tanaka · reviewed by Bridget Vogel, JD
Lemon law10 min
The Federal Warranty Law That Backs Up Every State's Lemon Law
Kenji Tanaka · reviewed by Camila Reyes, JD
Mass tort11 min
The Talc Cases and the Bankruptcy Maneuver Courts Keep Rejecting
Kenji Tanaka · reviewed by Yuki Nakamura, JD
Small business8 min
The Tax Surprise Waiting When You Sell Business Property
Kenji Tanaka · reviewed by Rafael M. Mendoza, EA
Tax debt8 min
Who Do You Actually Call When You Owe the IRS?
Kenji Tanaka · reviewed by Rafael M. Mendoza, EA
Small business16 min
Section 1031 like-kind exchanges: how the post-TCJA real estate framework actually works
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business16 min
Non-compete and non-solicitation agreements: how the framework actually works after the FTC's 2025-2026 rule vacatur
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business16 min
Defined benefit and cash balance plans for high-income business owners: how to actually contribute $150,000-$300,000+ annually
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business16 min
Solo 401(k) vs SEP-IRA: how retirement plan choice for business owners actually works
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business16 min
Restricted stock and Section 83(b) elections: how the 30-day election window actually works (and why it matters)
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business16 min
Section 199A QBI deduction: how the 20% pass-through deduction actually works (and the 2025 expiration question)
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business16 min
Phantom equity and profits interests: how synthetic equity and partnership profits interests actually work
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business16 min
Buy-sell agreements: how cross-purchase, redemption, and hybrid structures actually work
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business16 min
Choice of business entity: how LLC, S-corporation, and C-corporation actually compare
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business17 min
Business succession planning: what small business owners actually need to plan for
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business17 min
Asset protection planning for small business owners: what actually works
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business16 min
Series LLC structure: how segregated cells actually work and when they make sense
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business16 min
Registered agent services: what they do and whether you need one
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business17 min
Single-Member LLC Taxes: Schedule C, SE Tax, S-Corp Election
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business17 min
FinCEN Beneficial Ownership Information reporting: where the Corporate Transparency Act actually stands in 2026
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business17 min
How much does an LLC cost: actual fees and hidden expenses by state
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business17 min
S-corporation reasonable compensation: how the IRS enforcement framework actually works
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business16 min
LLC Dissolution: How to Close Your LLC in Any State (2026)
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business18 min
Independent contractor vs employee: classification under federal and state law in 2026
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business17 min
LLC operating agreements: what to include and what to skip
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business17 min
Multi-member LLC operating agreements: what actually matters when two or more owners share a business
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher
Small business18 min
LLC vs S-corp: the actual decision framework for 2026
Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher