Strategic Tax Guidance for Startups Ready to Scale

We advise founders on forming, converting, and maintaining tax-efficient entities.

• Choice of Entity Guidance: We help you choose the optimal tax entity classification—sole proprietorship, partnership, C Corporation, S Corporation—based on funding plans, ownership goals, and long-term tax implications.
  
  
• Entity Tax Classification Conversion: We manage tax classification conversions to preserve tax benefits like QSBS and avoid unintended tax consequences.

By structuring your business correctly from the start, you’ll build a strong foundation for growth and investment.

We help founders and early employees navigate incentive structures with clarity and compliance.

• Restricted Stock Awards (RSAs) & Restricted Stock Units (RSUs): We advise on restricted stock and RSU grants, considering vesting schedules, liquidity events, and 83(b) election strategies to align business priorities with timing and tax implications for the grantees. 
  
  
• Nonqualified Stock Options (NSOs) & 409A Compliance: We advise on the structure and timing of NSO grants to align with hiring goals and minimize ordinary income exposure. We also ensure compliance with Section 409A valuation and deferral rules to avoid costly penalties.
  
  
• Incentive Stock Options (ISOs): We help structure ISO grants to support retention and exit strategy goals, while meeting the requirements of Section 422.
  
  
• Partnership Profits Interests, Capital Interests, and Options: For partnership and LLC structures, we help you optimize the granting of equity interests through profits interests, capital interests, and other equity instruments to align incentives while addressing allocation and valuation issues.

Our guidance ensures equity compensation supports growth—without creating tax headaches down the road.

As your footprint expands, so does your tax exposure. We help startups stay compliant across jurisdictions and avoid surprise liabilities.

• Nexus and Taxability Studies: We evaluate income tax, sales & use tax, and other state & local tax exposures as you sell or provide services, hire employees, and add new physical locations in new states and localities.
  
  
• Registrations, Voluntary Disclosure Agreements, and Filings: After nexus is established in new jurisdictions, we help with necessary registrations and filings, including voluntary disclosure agreements where applicable for identified historical exposures.
  
  
• Reverse Sales and Use Tax Audits: We can assist you in examining your fixed assets to identify both full and partial sales & use tax exemptions available to you, as well as guide you in applying for the associated tax savings.

With proactive SALT planning, startups stay ahead of compliance issues and maintain credibility with investors and acquirers.

Cross-border operations come with serious tax implications. We help startups enter the U.S. or expand internationally with a compliant, efficient structure.

• Outbound Structuring & IP Planning: We guide U.S. startups in setting up international operations, addressing permanent establishment and other taxable presence concerns, managing intellectual property, optimizing withholding taxes and foreign tax credits, and strategizing for U.S.-specific matters such as Subpart F, GILTI, PFIC status, the FDII deduction, and inversion issues.
  
  
• Inbound U.S. Structuring: For foreign startups entering the U.S. market, we design tax structures that minimize tax liabilities while ensuring compliance, taking into account not only federal tax issues but also state & local tax considerations.
  
  
• Customs & Tariff Strategy: Support planning for customs classification, first sale strategies, and supply chain optimization.

With the right planning, startups can grow globally while keeping their tax position aligned with their strategy.

We help startups prepare for diligence, preserve Qualified Small Business Stock (QSBS) eligibility, and identify risks that could impact valuation at exit or in future funding rounds.

• Buy-Side and Sell-Side Due Diligence Support: Identify and quantify exposures tied to a variety of federal, state & local, and international tax issues.

• QSBS Qualification & Preservation: We assess eligibility under Section 1202 and advise on how to maintain it as your company grows.

With the right tax strategy in place, startups enter the diligence process with confidence—and exit with more value.

In 2025’s changing tax landscape, careful timing remains one of the most effective tools founders can use to optimize their exit. This article explores proven strategies to reduce tax exposure and maximize after-tax proceeds when planning a business sale.