Small Business

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

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

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

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

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

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

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

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

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

§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

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

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

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

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

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

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

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

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

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

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

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

How to Close a Sales Tax Account in Texas

Kenji Tanaka · reviewed by Rafael M. Mendoza, EA

How Single-Member LLC Taxes Work: Filing, Self-Employment, and Key Deadlines

Kenji Tanaka · reviewed by Rafael M. Mendoza, EA

Valuation Cap Explained: How It Protects Early Investors in Convertible Notes and SAFEs

Kenji Tanaka · reviewed by Bridget Vogel, JD

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

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

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

How to Dissolve an LLC in Alaska (2026)

Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher

How to Dissolve an LLC in North Dakota (2026)

Wesley J. Mercer · reviewed by Conor P. Brennan, Legal Researcher

How to Dissolve an LLC in South Dakota (2026)

Greta Brandt · reviewed by Rafael M. Mendoza, EA

How to Dissolve an LLC in Vermont (2026)

Declan Doyle · reviewed by Conor P. Brennan, Legal Researcher

How to Dissolve an LLC in Wyoming (2026)

Mateo A. Salazar · reviewed by Rafael M. Mendoza, EA

How to Dissolve an LLC in Hawaii (2026)

Emeka O. Okafor · reviewed by Rafael M. Mendoza, EA

How to Dissolve an LLC in Maine (2026)

Maeve Callahan-Vargas · reviewed by Conor P. Brennan, Legal Researcher

How to Dissolve an LLC in Montana (2026)

Greta Brandt · reviewed by Conor P. Brennan, Legal Researcher

How to Dissolve an LLC in New Hampshire (2026)

Kenji Tanaka · reviewed by Rafael M. Mendoza, EA

How to Dissolve an LLC in Rhode Island (2026)

Declan Doyle · reviewed by Rafael M. Mendoza, EA

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

How to Dissolve an LLC in Idaho (2026)

Declan Doyle · reviewed by Conor P. Brennan, Legal Researcher

How to Dissolve an LLC in Kansas (2026)

Mateo A. Salazar · reviewed by Rafael M. Mendoza, EA

How to Dissolve an LLC in Nebraska (2026)

Greta Brandt · reviewed by Conor P. Brennan, Legal Researcher

How to Dissolve an LLC in New Mexico (2026)

Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher

How to Dissolve an LLC in West Virginia (2026)

Wesley J. Mercer · reviewed by Rafael M. Mendoza, EA

How to Dissolve an LLC in Arkansas (2026)

Kenji Tanaka · reviewed by Rafael M. Mendoza, EA

How to Dissolve an LLC in Iowa (2026)

Declan Doyle · reviewed by Conor P. Brennan, Legal Researcher

How to Dissolve an LLC in Louisiana (2026)

Maeve Callahan-Vargas · reviewed by Rafael M. Mendoza, EA

How to Dissolve an LLC in Mississippi (2026)

Emeka O. Okafor · reviewed by Rafael M. Mendoza, EA

How to Dissolve an LLC in Oklahoma (2026)

Wesley J. Mercer · reviewed by Conor P. Brennan, Legal Researcher

How to Dissolve an LLC in Connecticut (2026)

Declan Doyle · reviewed by Conor P. Brennan, Legal Researcher

How to Dissolve an LLC in Maryland (2026)

Kenji Tanaka · reviewed by Rafael M. Mendoza, EA

How to Dissolve an LLC in Nevada (2026)

Mateo A. Salazar · reviewed by Rafael M. Mendoza, EA

How to Dissolve an LLC in New Jersey (2026)

Emeka O. Okafor · reviewed by Conor P. Brennan, Legal Researcher

How to Dissolve an LLC in Utah (2026)

Greta Brandt · reviewed by Conor P. Brennan, Legal Researcher

Quarterly estimated tax payments for business owners: how the Form 1040-ES framework actually works

Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher

How to Dissolve an LLC in Arizona (2026)

Mateo A. Salazar · reviewed by Rafael M. Mendoza, EA

How to Dissolve an LLC in Kentucky (2026)

Greta Brandt · reviewed by Rafael M. Mendoza, EA

How to Dissolve an LLC in Oregon (2026)

Maeve Callahan-Vargas · reviewed by Rafael M. Mendoza, EA

How to Dissolve an LLC in South Carolina (2026)

Wesley J. Mercer · reviewed by Conor P. Brennan, Legal Researcher

How to Dissolve an LLC in Wisconsin (2026)

Declan Doyle · reviewed by Conor P. Brennan, Legal Researcher

LLC vs S Corp: Which Is Better for Your Business?

Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher

LLC vs Sole Proprietorship: Which Should You Choose?

Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher

Sole Proprietorship vs Partnership: Which Fits Your Business?

Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher

How to Dissolve an LLC in Delaware (2026)

Maeve Callahan-Vargas · reviewed by Camila Reyes, JD

How to Dissolve an LLC in New York (2026)

Wesley J. Mercer · reviewed by Conor P. Brennan, Legal Researcher

How to Dissolve an LLC in North Carolina (2026)

Emeka O. Okafor · reviewed by Camila Reyes, JD

How to Dissolve an LLC in Ohio (2026)

Greta Brandt · reviewed by Curtis Hartley, Consumer Law Analyst

How to Dissolve an LLC in Pennsylvania (2026)

Kenji Tanaka · reviewed by Stefan Keller, Compliance Reviewer

How to Dissolve an LLC in Colorado (2026)

Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher

How to Dissolve an LLC in Massachusetts (2026)

Declan Doyle · reviewed by Rafael M. Mendoza, EA

How to Dissolve an LLC in Minnesota (2026)

Mateo A. Salazar · reviewed by Conor P. Brennan, Legal Researcher

How to Dissolve an LLC in Virginia (2026)

Greta Brandt · reviewed by Rafael M. Mendoza, EA

How to Dissolve an LLC in Washington (2026)

Emeka O. Okafor · reviewed by Rafael M. Mendoza, EA

How to Dissolve an LLC in Alabama (2026)

Maeve Callahan-Vargas · reviewed by Rafael M. Mendoza, EA

How to Dissolve an LLC in Illinois (2026)

Wesley J. Mercer · reviewed by Rafael M. Mendoza, EA

How to Dissolve an LLC in Indiana (2026)

Declan Doyle · reviewed by Conor P. Brennan, Legal Researcher

How to Dissolve an LLC in Missouri (2026)

Emeka O. Okafor · reviewed by Conor P. Brennan, Legal Researcher

How to Dissolve an LLC in Tennessee (2026)

Greta Brandt · reviewed by Conor P. Brennan, Legal Researcher

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

How to Dissolve an LLC in California (2026)

Wesley J. Mercer · reviewed by Rafael M. Mendoza, EA

How to Dissolve an LLC in Florida (2026)

Maeve Callahan-Vargas · reviewed by Conor P. Brennan, Legal Researcher

How to Dissolve an LLC in Georgia (2026)

Declan Doyle · reviewed by Conor P. Brennan, Legal Researcher

How to Dissolve an LLC in Michigan (2026)

Kenji Tanaka · reviewed by Rafael M. Mendoza, EA

How to Dissolve an LLC in Texas (2026)

Mateo A. Salazar · reviewed by Rafael M. Mendoza, EA

Section 179 expensing and bonus depreciation: how business equipment expensing actually works after TCJA

Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher

The Tax Surprise Waiting When You Sell Business Property

Kenji Tanaka · reviewed by Rafael M. Mendoza, EA

Section 1031 like-kind exchanges: how the post-TCJA real estate framework actually works

Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher

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

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

Solo 401(k) vs SEP-IRA: how retirement plan choice for business owners actually works

Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher

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

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

Phantom equity and profits interests: how synthetic equity and partnership profits interests actually work

Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher

Buy-sell agreements: how cross-purchase, redemption, and hybrid structures actually work

Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher

Choice of business entity: how LLC, S-corporation, and C-corporation actually compare

Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher

Business succession planning: what small business owners actually need to plan for

Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher

Asset protection planning for small business owners: what actually works

Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher

Series LLC structure: how segregated cells actually work and when they make sense

Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher

Registered agent services: what they do and whether you need one

Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher

Single-Member LLC Taxes: Schedule C, SE Tax, S-Corp Election

Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher

FinCEN Beneficial Ownership Information reporting: where the Corporate Transparency Act actually stands in 2026

Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher

How much does an LLC cost: actual fees and hidden expenses by state

Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher

S-corporation reasonable compensation: how the IRS enforcement framework actually works

Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher

LLC Dissolution: How to Close Your LLC in Any State (2026)

Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher

Independent contractor vs employee: classification under federal and state law in 2026

Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher

LLC operating agreements: what to include and what to skip

Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher

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

LLC vs S-corp: the actual decision framework for 2026

Kenji Tanaka · reviewed by Conor P. Brennan, Legal Researcher