#business-structure
Choose and optimize your business entity for tax and legal advantages
Three ways to move an LLC across state lines — domestication keeps your EIN, contracts, and tax elections when both states allow it; foreign qualification suits businesses staying active in both states; dissolve-and-reform means a new EIN and a new S election — plus a 7-item tax and paperwork checklist for the transition year.
A married couple co-owning an unincorporated business is taxed as a partnership by default, but the qualified joint venture election lets each spouse file a separate Schedule C and Schedule SE instead — no Form 1065, and both spouses earn Social Security credits. Both spouses must materially participate, and businesses held in an LLC or corporation cannot use it.
Only Delaware, Nevada, New Mexico, and Wyoming let you form an LLC without naming owners on the public filing — but banks, tax agencies, courts, and your home state's foreign-qualification rules will still know who you are. State-by-state costs, the trap that undoes the privacy, and five paperwork mistakes that publish your name anyway.
Revoking an S election takes a signed statement from shareholders holding more than 50% of shares, received by March 15 for a January 1 effective date, and it bars re-election for five tax years. This guide covers the required statement contents, mid-year short-year splits, the Section 1374 built-in gains tax on appreciated assets, and the post-termination window for tax-free AAA distributions.
Florida, Texas, and Louisiana bar the company that assesses mold from remediating the same property for 12 months, so dual owners run two licensed entities — separate EINs and bank accounts, written shared-cost agreements, and monthly intercompany settlements are what prove the wall is real.
California SB 351 took effect January 1, 2026, barring private equity and management companies from controlling clinical decisions at medical and dental practices. Because the violations it targets — percentage-of-collections management fees, clinician payroll in the MSO, patient revenue landing outside the PC — are all visible in the general ledger, compliance is largely a bookkeeping project. Here are seven ledger fixes to make now.
Med spas that book prepaid packages as day-one revenue, expense injectables on purchase, or run the MSO and PC through one bank account produce financials that fail audits and due diligence. This guide covers keeping separate books per entity with reconciled intercompany balances, recognizing package and membership cash as deferred revenue per delivered session, capitalizing neurotoxin and filler as inventory until use, and a monthly close checklist that ties POS unearned balances, physical counts, and management fees to the ledger.
A holding company owns the assets and an operating company runs the business, but the liability firewall between them holds only if each entity keeps its own bank account, its own ledger, and documented intercompany loans, leases and settlements. This guide covers when the two-company structure pays off for a small business, when it is pure overhead, how to book intercompany transfers correctly, and why consolidated financial statements differ from the 80-percent-ownership consolidated tax return.
A co-founder prenup records capital contributions, equity splits, vesting, spending authority, salary triggers, and exit terms before the first dollar moves — Carta data shows only 45.9% of two-founder startups incorporated in 2024 split equity equally — and maps each decision to ledger entries your accountant can verify.
USDA's June 2026 final rule lets farm LLCs and S corporations claim one ARC/PLC payment limit per actively engaged owner — up to $164,000 per person for 2026 — but only if entity structure, per-member contributions, and farm/non-farm income splits are documented with FSA by September 15, 2026. Here's the bookkeeping that proves it.
Florida's Senate Bill 316 authorizes protected series LLCs starting July 1, 2026 — one parent LLC can house multiple legally segregated series. This guide explains formation and naming, what keeps the liability shield intact, how the IRS treats each series as a separate taxpayer, and the per-series bookkeeping that makes the structure hold up.
FinCEN's March 2025 interim final rule exempts domestic LLCs and corporations from BOI reporting, but the relief lives in regulation; H.R. 425 would codify it in statute—this guide explains who is exempt today, who still must file (foreign reporting companies), and the bookkeeping to keep while Congress decides.
