#c-corp
C Corporation accounting, taxation, and financial management
For tax years beginning in 2026 the Section 448(c) gross-receipts threshold is $32 million, up from $31 million. OBBBA adds a reported $80 million lane for qualifying manufacturers and lets small businesses elect retroactive 2022–2024 R&D expensing under Section 174A by July 6, 2026 — here is the threshold math, who is forced onto accrual, and how a method change works.
California does not conform to Section 1202, so a QSBS gain that is 100% excluded federally is taxed in full at state rates up to 13.3% — a $4 million exit can leave a founder owing roughly $350,000–$450,000 to Sacramento. This guide covers the 2025 QSBS expansion's new three- and four-year tiers, why California repealed its own exclusion, the real math on graduated brackets and the 1% surcharge, and what an FTB residency audit demands from founders who move before selling.
The IRS requires S-corp and C-corp Designated Officials to revalidate Business Tax Account access every June 15 through July 29 or lose online access to payments, transcripts, and notices until they reapply from scratch.
A throwback rule can push a home-state sales factor from 20% to 60% on the same revenue by adding untaxed 'nowhere' sales back to the numerator; throwout, which shrinks the denominator instead, takes it to 33%. About 20 states plus D.C. still throw back tangible sales, five repealed their rules since 2019, and P.L. 86-272 protects none of your SaaS receipts.
New Jersey's A5322 caps corporate net operating loss deductions at $1 million per year for privilege periods ending July 31, 2026 through July 31, 2030, with public utilities exempt, a six-year carryforward extension for disallowed losses, an estimated-tax penalty safe harbor, and an 80%-to-75% limitation phase-down through 2032.
An LLC pays 15.3% self-employment tax on all profit; an S-Corp election (Form 2553) splits income into salary and distributions, typically saving $7,000+ once net profit clears $40,000–$60,000. Here's how all three structures compare — and how to switch later.
Starting with tax years beginning January 1, 2027, Colorado's HB26-1289 makes worldwide combined reporting the default for unitary C corporation groups — foreign subsidiaries included. The water's-edge election that avoids it binds for ten consecutive years, and a tax-haven blacklist (Hong Kong, Ireland, the Netherlands, Singapore) pulls listed entities back in regardless. Here's who is affected and what records you need.
Cash accounting records revenue when money is received and expenses when paid; accrual accounting records revenue when earned and expenses when incurred. IRS Section 448 mandates the accrual method once a business's three-year average gross receipts exceed the $32 million threshold for 2026, and changing methods later requires Form 3115 plus a Section 481(a) adjustment.
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 302 of the Internal Revenue Code decides whether a closely-held C corporation's stock redemption is taxed as a capital sale or a full-amount dividend. This guide explains the three Section 302(b) tests, the Section 318 attribution traps that ensnare family-owned companies, the 10-year family-attribution waiver, and the partial-liquidation safe harbor under Section 302(b)(4).
Section 382 caps how fast an acquirer can use a target's net operating losses after an ownership change — annual limit equals the loss corporation's equity value times the long-term tax-exempt rate (about 3.58% in early 2026). Here is what triggers it and the legitimate workarounds.
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.
