Current state review
Two to three weeks
Entities, ownership, intercompany flows, property, states and agreements, mapped onto one page that usually surprises the owner.
Choice of entity analysis, holding company and multi-entity design, tax-free reorganizations, state of formation review, and structuring ahead of investment or sale.
Most private companies are operating inside a structure someone chose in a single conversation years ago, when the business was smaller, simpler and in one state. It usually still works. Occasionally it is quietly costing a great deal: in self-employment tax, in state filings, in the difference between an asset sale and a stock sale, or in an inability to admit an investor without a reorganization.
The most common finding is real property sitting inside the operating entity. It creates liability exposure, it complicates a sale, and moving it out later can trigger tax that would not have arisen if it had been held separately from the start. There are ways to fix it; all of them are more work than not doing it in the first place.
We model the alternatives with real numbers rather than describing them in the abstract: current structure, proposed structure, and the after-tax difference over five years including the cost of getting there. Some of those models conclude that the current structure should be left alone, and that is a perfectly good outcome.
Structuring is done with your attorney, not instead of them. We handle the tax analysis and the modeling; they handle formation, agreements and the corporate record. Work sequenced the other way around tends to produce documents that do not achieve the tax result anyone assumed.
Usually a one-time engagement with a written recommendation, revisited when the business changes materially.
C corporation, S corporation, partnership and LLC modelled against your actual profit, distribution pattern and exit intentions.
Separating operations, real property and intellectual property where the liability and tax case supports it.
F reorganizations, conversions, mergers and QSub elections, sequenced and documented to qualify as tax-free where intended.
Whether Delaware, Massachusetts or another state is right, and what the current footprint costs in franchise tax and filings.
Structuring ahead of an outside round, including the changes institutional investors will require before they will fund.
Asset versus stock sale modeling, F reorganization pre-sale planning, and qualified small business stock analysis where it may apply.
Restructuring on instinct is how companies trigger tax on a transaction that was supposed to be neutral.
Two to three weeks
Entities, ownership, intercompany flows, property, states and agreements, mapped onto one page that usually surprises the owner.
Numbers, not adjectives
Each viable structure modelled over five years, after tax, including the one-time cost of getting there.
Written
What to change, in what order, and by when, because several of these steps are only valid in a particular sequence.
Alongside your attorney
Elections filed, entities formed, assets transferred and the corporate record kept straight, with tax positions documented as they happen.
These sit next to each other for a reason: most engagements draw on two or three of them at once.
Advisory overviewA structure review is a fixed-fee engagement. Sometimes the answer is that it is fine, and that is worth knowing too.