TCP Entity Tax Planning for Formation, Compensation, and Restructuring

This part shifts from entity compliance into entity planning. The chapters ask the more strategic question: which structure or transaction produces the better tax result, and what tradeoffs come with that choice over time.

In This Part

• Entity Choice, Formation Structuring, and QSBS Planning covers formation choices, nonrecognition transactions, ownership design, and QSBS issues.
• C Corporation Timing, Compensation, State, and Cross-Border Planning explains ongoing planning choices after the corporation already exists.
• S Corporation Compensation, Distribution, and Conversion Planning focuses on planning opportunities and limitations inside S corporation rules.
• Partnership Basis, Debt, and Restructuring Planning covers advanced planning around allocations, basis, debt, and transactions in pass-through structures.

How to Use This Part

• Read the entity-choice chapter before the ongoing C corporation or S corporation planning chapters if you are still comparing structures.
• Work the partnership-planning chapter after the earlier TCP partnership compliance material is stable, because the planning issues build on basis and allocation mechanics.
• Revisit this part when a practice question turns on long-term structure design rather than a single-year compliance answer.

In this section

• Entity Choice, Formation Structuring, and QSBS Planning
  Entity-planning topics covering choice of entity, formation nonrecognition, ownership structuring, and QSBS.
  • Choosing Among C Corporations, S Corporations, Partnerships, and LLCs
    Entity-choice comparison of tax regime, liability profile, ownership limits, and self-employment tax effects.
  • Section 351 and Section 721 Formation Planning with Built-In Loss Property
    Formation-planning rules for tax-deferred transfers under Sections 351 and 721, including built-in loss constraints.
  • Special Allocations, Ownership Classes, and Tax Attribute Shifting
    Planning use of special allocations and ownership classes to shift income, deductions, and control rights.
  • Qualified Small Business Stock Exclusions and Exit Planning
    QSBS planning covering holding periods, eligibility tests, exclusions, and exit-structuring implications.
• C Corporation Timing, Compensation, State, and Cross-Border Planning
  C corporation planning topics covering timing, shareholder pay, multistate exposure, and cross-border structuring.
  • Income Timing, Deduction Timing, and Fiscal-Year Planning for C Corporations
    C corporation timing strategies covering accounting periods, method changes, and deferral or acceleration choices.
  • Deferral, Dividend Policy, and Shareholder Compensation Planning
    C corporation planning for wages, bonuses, dividends, deferral choices, and reasonable-compensation risk.
  • State Nexus, Apportionment, and Multistate Corporate Tax Planning
    Multistate C corporation planning covering nexus, apportionment methods, and state allocation issues.
  • Cross-Border Structuring, Branches, Subsidiaries, and Treaty Positions
    Cross-border C corporation planning comparing branch and subsidiary structures, treaty positions, and profit recognition.
• S Corporation Compensation, Distribution, and Conversion Planning
  S corporation planning topics covering termination risk, distributions, compensation, conversions, and M&A.
  • Preventing S Election Termination Through Shareholder Agreement Planning
    S corporation planning to avoid inadvertent termination through shareholder restrictions and agreement design.
  • Built-In Gain Timing, AAA Monitoring, and E&P Distribution Planning
    S corporation planning for built-in gains, AAA tracking, legacy E&P, and distribution ordering.
  • Reasonable Compensation and Employment Tax Planning for S Corporation Owners
    S corporation owner-compensation planning balancing salary support, payroll taxes, and reclassification risk.
  • S Corporation Conversions, Short-Year Returns, and M&A Planning
    Planning issues in S corporation conversions, short-year filings, mergers, and acquisitions.
• Partnership Basis, Debt, and Restructuring Planning
  Partnership and LLC planning topics covering special allocations, Section 754, debt reallocation, and restructuring.
  • Special Allocation Planning for Income, Gain, Loss, and Deduction Shifts
    Partnership planning for special allocations and the substantial-economic-effect limits on shifting tax items.
  • Section 754 Elections and Basis Step-Up Planning on Transfers and Distributions
    Partnership basis-planning rules for Section 754 elections, transfers, and distribution step-ups or step-downs.
  • Debt Reallocation Planning and Its Effect on At-Risk and Passive Loss Rules
    Partnership debt-planning issues affecting at-risk amounts and passive-loss limitations.
  • Roll-Ups, Partnership Mergers, Divisions, and Restructuring Planning
    Partnership restructuring planning covering roll-ups, mergers, divisions, liability shifts, and disguised-sale risk.