#business-structure
Choose and optimize your business entity for tax and legal advantages
Section 469's self-rental rule recharacterizes rent from your own building as active income while losses stay passive — a one-way street that traps small business owners. A timely grouping election under Reg. 1.469-4 defuses it; missing the first-return filing window usually means living with the asymmetry for good.
Reg. 1.469-2(f)(6) recharacterizes net rental income from property you rent to your own active business as nonpassive while leaving rental losses passive. This guide explains the asymmetry, walks through a dentist example with a $200,000 cost segregation deduction, and shows how the Reg. 1.469-4 grouping election can collapse the rule.
An F reorganization under IRC Section 368(a)(1)(F) lets an S corporation restructure tax-free into a holding-company/QSub form so a buyer gets an asset basis step-up at any ownership percentage and sellers can defer tax on rollover equity.
Owner's equity is Assets minus Liabilities — the running total of contributions, draws, profit, and losses. This guide structures equity accounts for sole proprietors, partnerships, and LLCs, explains why draws are not expenses, and shows the year-end closing entries that keep a balance sheet in balance.
Section 1375 imposes a flat 21% sting tax on S corporations that carry C-corp earnings and profits when passive investment income exceeds 25% of gross receipts, and three consecutive years over that threshold terminates the S election automatically. This guide walks through the excess net passive income formula, the three-year cliff under Section 1362(d)(3), and three planning moves to defuse exposure before year-end.
Section 1375 imposes a 21% corporate tax on an S corp with accumulated C-corp earnings and pass-through income above 25% of gross receipts.
Section 414(b), (c), and (m) treat related businesses as one employer for retirement-plan testing. This guide explains controlled-group and affiliated-service-group rules, the spousal and minor-child attribution traps, and the steps multi-business owners should take before opening a 401(k).
A disguised sale under Section 707(a)(2)(B) collapses a partnership contribution and a related cash distribution into a taxable sale. Transfers within two years are presumed a sale; the deemed-sale fraction equals consideration received divided by property FMV.
Section 7874 imposes a 10-year inversion-gain floor when former U.S. shareholders own 60-80% of a new foreign parent and reclassifies the parent as a domestic corporation at 80%. The only escape is the substantial business activities safe harbor, which requires clearing a 25% bright-line threshold on employees, tangible assets, and gross income in the foreign country.
Section 7874 treats a foreign parent as a U.S. corporation when former U.S. owners hold 80% or more, and penalizes inversion gain for 10 years at 60-80%. The substantial business activities safe harbor requires 25% of employees, assets, and income in the foreign country.
Learn how Subchapter T lets co-ops avoid double tax, issue qualified/nonqualified written notices of allocation, and report member payouts on Form 1099-PATR.
Section 541 layers a 20% federal surtax on closely-held C corporations that fail both the stock ownership and 60% passive income tests. This guide walks through Schedule PH mechanics, the dividends-paid deduction, and four ways — cash, throwback, consent, and deficiency dividends — to zero out the tax before it hits.
