#business-structure
Choose and optimize your business entity for tax and legal advantages
An 80%-owned corporate group can net losses against profits on one federal Form 1120 — but joint liability and a binding election come with it.
Section 304 recasts stock sales between your own corporations as redemptions — proceeds come back as dividends to the extent of either company's earnings.
Bizee renews at $149/yr, ZenBusiness at $199, LegalZoom at $249 — compare free first years, compliance dashboards, and report filing before you buy.
Appraisal rights let a dissenting shareholder refuse the deal price and take court-determined fair value instead — with no minority discount.
The business judgment rule presumes directors acted informed and in good faith — honest mistakes stay protected; fraud, conflicts, and gross negligence don't.
Every S-corp share must carry identical distribution and liquidation rights — uneven payouts won't kill the election, but unequal rights in agreements will.
The IRS charges C corps an extra 20% for hoarding cash beyond business needs or earning 60%+ passive income — dividends and documented plans avoid both.
Venture-track founders should pick Clerky's lifetime plan for SAFEs and options; Atlas wins on speed plus banking, Firstbase on non-US onboarding.
IRS Form 8869 folds a wholly owned subsidiary into its S corporation parent return — one federal filing, two legal entities, a five-year bar if it breaks.
Your NAICS code picks the SBA size standard you are judged against — wrong code, wrong yardstick, lost loans and set-asides.
A bad-leaver exit can claw back vested founder shares at cost. Negotiate narrow cause, good-reason rights, and file IRS Section 83(b) in 30 days.
Single-trigger vests your equity at closing; double-trigger also needs a qualifying termination within ~12 months. Know which your grant has.
