#startup
Startup
Essential accounting and finance guidance for startup founders
Section 382 NOL Limitation After Ownership Change: How Venture-Backed Startups Preserve Net Operating Loss Carryforwards Through Equity Rounds
Section 382 caps a startup's pre-ownership-change net operating loss deductions at the pre-change fair market value multiplied by the long-term tax-exempt rate (about 3.56 percent in February 2026), triggered when 5 percent shareholders collectively gain more than 50 percentage points over a rolling three-year testing period.
Section 83(i) Tax Deferral on Private Company Stock: A Five-Year Lifeline for Pre-IPO Employees with RSUs and NSOs
Section 83(i) lets qualified employees of qualified private companies defer federal income tax on RSU settlements and NSO exercises for up to five years. The 80 percent grant rule, mandatory escrow, and 30-day election deadline explain why adoption stays in the single digits — and when the election still pays off.
SOC 2 Type II for SaaS Startups: Scope, Survive, and Ship Your First Customer-Driven Audit
A founder's guide to SOC 2 Type II in 2026 — what it actually tests, realistic cost ($20K–$35K first year) and timeline (3–12 month observation window), which Trust Services Criteria to scope, the seven controls that trip startups up, and how to keep enterprise deals moving with Type I bridge letters while the audit runs.
Venture Debt and Recurring Revenue Loans in 2026: A Founder's Guide
How venture debt and recurring revenue loans work in 2026 — pricing in the 10-13% range, warrant coverage of 0.5-1.5%, end-of-term fees, MAC clauses, and when each instrument actually extends runway versus trapping founders before the next equity round.
The ISO AMT Trap in 2026: How Tech Employees Get Hit With Six-Figure Tax Bills on Stock They Can't Sell
Exercising and holding ISOs adds the bargain element to AMTI on Form 6251 Line 2i, which can produce a six-figure tax bill before a single share is sold. A 2026 guide to the tightened AMT exemption phase-out ($500K single / $1M MFJ at 50¢ per dollar), the qualifying disposition rules under IRC §422, and the planning moves — AMT crossover exercise, §83(b) early exercise, same-year disqualifying sale, and multi-year laddering — that keep tech employees out of the trap.
ISO AMT in 2026: Bargain Element, Form 6251 Line 2i, and the OBBBA Phase-Out Cliff
Under OBBBA, the 2026 AMT exemption phases out at $500K single / $1M joint with a 50-cent rate, doubling the stealth bracket on ISO exercises. Here is exactly how the bargain element flows into Form 6251 line 2i, when a same-year disqualifying disposition eliminates the AMT adjustment, and how to plan exercises to avoid a six-figure phantom-income tax bill.
Section 1244 Small Business Stock: How Founders Convert a Failed Startup Into a $50,000 Ordinary Loss
Section 1244 lets eligible founders and early investors convert up to $50,000 ($100,000 joint) of capital loss on failed C-corporation stock into ordinary loss deductible against W-2 wages, freelance income, or interest. This guide covers who qualifies, the $1 million capital ceiling, Form 4797 reporting, and the formation steps that keep the deduction defensible.
Section 351 Tax-Free Incorporation: The 80% Control Test, Boot Traps, and QSBS for Founders
Section 351 lets founders incorporate without immediate tax only if the transferor group owns 80% of voting power and every non-voting class right after the exchange. Miss the control test, contribute services instead of property, or assume liabilities greater than basis, and the gain surfaces anyway. A practical playbook covering boot, the Section 357(c) trap, basis carryover under Sections 358 and 362, and how to preserve QSBS eligibility under Section 1202.
Section 83(i) Explained: A Five-Year Tax Deferral for Private-Company RSUs and NSOs
Section 83(i) lets qualified rank-and-file employees at eligible private companies defer federal income tax on RSU vests and NSO exercises for up to five years, but FICA is still due at vesting, the 30-day election window is unforgiving, and the 80 percent broad-based grant rule keeps most startups from offering it.
Form 6765 R&D Tax Credit Payroll Offset: How Qualified Small Businesses Turn $500,000 of Section 41 Credit Into Cash
Section 41 lets a qualified small business apply up to $500,000 of R&D credit per year against employer Social Security and Medicare taxes via Form 6765 and Form 8974. This guide explains the QSB tests, the four-part research test, the redesigned Section G that becomes mandatory in 2026, and how OBBBA's Section 174 reset changes the timing math.
Section 174A Restored: How Small Businesses Reclaim R&D Tax Refunds Before July 6, 2026
Section 174A restores immediate domestic R&E expensing and lets small businesses with $31 million or less in average annual gross receipts amend 2022, 2023, and 2024 returns for refunds — but the retroactive election must be filed by July 6, 2026.
Section 83(b) Election: The 30-Day Window That Saves Founders From a Phantom Tax Bill
How the IRS Section 83(b) election converts phantom ordinary income on unvested startup stock into long-term capital gains, what the new Form 15620 online portal requires, and when filing is the wrong move.