Structure decides much of the tax
How a business is organized, whether as an LLC taxed as a partnership, an S corporation, or a C corporation, affects how income is taxed, how owners are paid, and what happens when the business is sold. The same is true for transactions: an acquisition structured as a purchase of assets usually produces different tax results than a purchase of shares, for buyer and seller alike. Moving operations or employees into new states changes where the business files. These choices are easier to make before a deal is signed than to unwind afterward. We work alongside your accountants, who often run the numbers while we address the legal structure and documents.
Where planning crosses into risk
Legitimate planning arranges real transactions in a tax-efficient way. Arrangements without a business purpose or real economic substance, or that rely on steps whose only point is a tax benefit, can be disregarded by the IRS, and penalties can follow. Some transactions the IRS has identified must be disclosed on a return, and failing to disclose carries penalties of its own. A written analysis prepared at the time can show that a position was taken in good faith. If a promoter is selling a structure that sounds too good, ask for a second review before signing.
Information we need to advise you
Bring organizational documents for each entity, recent returns, ownership charts, and any term sheets or draft agreements for the transaction in view. Tell us what the owners are trying to achieve, including timing of a sale, plans to bring in family members, or a move abroad. In a first meeting we identify which decisions have tax consequences that are still open, which have already been fixed by past choices, and what needs to be put in writing before the next step. We also discuss state and local taxes, which often get less attention than they deserve.
