A tax guide to choosing the right business entity

One of the most critical decisions entrepreneurs make when starting or restructuring a business is choosing the right entity type. This choice directly impacts how the business is taxed, the level of administrative complexity and regulatory compliance obligations. While legal liability considerations also matter, we will focus on tax implications. For liability advice, consult a legal professional.

Whether launching a new venture or reassessing your current structure, understanding how each entity is taxed can help you make strategic and compliant decisions. Here’s a brief overview of five entities.

1. Sole proprietorship: Simple with full responsibility

A sole proprietorship is the easiest structure to set up. It’s owned and operated by one person and requires minimal administrative effort. Here are the main features:

  • Taxation. Income and losses are reported on the owner’s personal tax return on Schedule C of Form 1040. Income is subject to 15.3% federal self-employment tax, and the business itself isn’t taxed separately. The owner may also qualify for a Qualified Business Income (QBI) deduction, potentially reducing the effective tax rate.
  • Compliance. Aside from obtaining necessary licenses or a business name registration, there’s little required paperwork. However, the owner is personally liable for all business debts and legal obligations.

2. S Corporation: Pass-through entity with payroll considerations

An S corp is a tax designation offering pass-through taxation benefits while imposing stricter rules. Here are the highlights:

  • Taxation. S corps don’t pay income tax at the entity level. Instead, profits or losses are passed through to shareholders via Schedule K-1 and reported on individual returns. A key tax benefit is that shareholders who are employees receive a salary (subject to payroll tax), while additional profit distributions aren’t subject to self-employment tax. However, the salary must be reasonable. The business is eligible for QBI deductions.
  • Compliance. To qualify, S corps must have 100 or fewer shareholders, all U.S. citizens or residents, and only one class of stock. They must file Form 2553, issue annual Schedule K-1s and follow corporate formalities like shareholder meetings and recordkeeping. An informational return (Form 1120-S) is also required.

3. Partnership: Collaborative ownership with pass-through taxation

A partnership involves two or more individuals jointly operating a business. Common types include general partnerships, limited partnerships, and limited liability partnerships (LLPs). Here’s what makes it unique:

  • Taxation. Partnerships are pass-through entities. The business files Form 1065 (an informational return), and income or loss is distributed to partners on Schedule K-1. Partners report this on their personal returns. General partners must pay self-employment tax, while limited partners usually don’t. The business is eligible for QBI deductions.
  • Compliance. Partnerships require a detailed partnership agreement, coordinated recordkeeping and clear profit-sharing arrangements. While more complex than a sole proprietorship, partnerships offer flexibility for growing businesses.

4. Limited liability company: Flexible and customizable

An LLC merges elements of corporations and partnerships, offering owners — called members — both operational flexibility and liability protection.

  • Taxation. By default, a single-member LLC is taxed like a sole proprietorship, and a multimember LLC like a partnership. However, LLCs may elect to be taxed as a C or S corp by filing Form 8832 or Form 2553. This gives owners control over their tax strategies. LLCs that don’t elect C corp status are eligible for QBI deductions.
  • Compliance. LLCs require articles of organization and often must have an operating agreement. Though not as complex as corporations, they still generally face state-specific compliance requirements and annual filings.

5. C Corporation: Double taxation with scalability

A C corp is a distinct legal entity offering the most liability protection and growth potential through stock issuance. Here are its features:

  • Taxation. C corps face double taxation — the business pays taxes on earnings (currently at a 21% federal rate), and shareholders pay taxes again on dividends. However, C corps can offer deductible benefits (for example, health insurance, retirement plans) and retain earnings without immediately distributing profits. C corps aren’t eligible for QBI deductions.
  • Compliance: These entities require the most administrative upkeep, including bylaws, annual meetings, board minutes, and extensive state and federal reporting. C corps are ideal for companies seeking venture capital or IPOs.

After hiring employees

Regardless of entity type, adding employees increases compliance requirements. Businesses must obtain an Employer Identification Number (EIN) and withhold federal and state payroll taxes. Employers also take on added responsibilities related to benefits, tax deposits, and employment law compliance.

What’s right for you?

There’s no universal answer to which entity is best. The right choice depends on your growth goals, ownership structure and financial needs. Tax optimization is a critical factor. For example, an LLC electing S corp status may help minimize self-employment taxes if set up properly.  The CJ Group’s business entity experts can coordinate with your attorney to ensure your structure supports both your tax strategies and business goals.

© 2025

Factoring tax law changes into a business valuation

Several provisions of the One, Big, Beautiful Bill Act (OBBBA) — enacted on July 4, 2025 — alter the tax rules for businesses. The new law generally extends and expands many provisions of the Tax Cuts and Jobs Act of 2018 (TCJA). If Congress hadn’t passed the OBBBA, many temporary TCJA provisions would have expired.

Not all the OBBBA changes are favorable to business owners, and the effects of the new law will vary from business to business. But one thing is certain: Valuation professionals will need to consider the new law when they estimate the value of business interests. Here are four key changes that could affect an equity investor’s expected cash flows and a company’s cost of capital:

1. Extension and expansion of the QBI deduction

The TCJA created the Section 199A qualified business income (QBI) deduction for owners of pass-through entities (partnerships, S corporations and, usually, limited liability companies) and sole proprietorships. The deduction was scheduled to expire after 2025, but the OBBBA makes it permanent. This change will increase expected cash flows for many business owners.

The deduction can be up to 20% of QBI, not to exceed 20% of the owner’s taxable income. Additional limits begin to apply if an owner’s taxable income falls within the 2025 phase-in range of $197,300-$247,300 ($394,600-$494,600 for married couples filing jointly). The limits fully apply (in some cases eliminating the deduction) when income exceeds the applicable range.

Under the OBBBA, beginning in 2026, the income ranges over which the additional limits phase in will widen from $50,000 to $75,000 (from $100,000 to $150,000 for joint filers). This will potentially allow larger deductions for some taxpayers.

Also starting in 2026, the new law establishes a minimum QBI deduction of $400 for taxpayers with at least $1,000 of QBI from one or more active trades or businesses in which they materially participate.

The QBI deduction is intended to help achieve tax-rate parity between C corporations and pass-throughs. Now that this provision is permanent, it may cause valuation experts to rethink their position in the so-called “tax-affecting” debate. However, it’s important to note that C corporations are still subject to double taxation — once at the entity level and again when dividends are paid or a sale results in capital gains.

2. Changes to first-year deductions for fixed asset purchases

The TCJA allowed businesses to claim 100% first-year bonus depreciation on qualifying new and used assets placed in service between September 28, 2017, and December 31, 2022. Thereafter, the bonus depreciation percentage decreased 20 percentage points annually and was scheduled to expire at the end of 2026. Before the OBBBA, the bonus depreciation percentage was only 40% for 2025.

However, the OBBBA:

  • Permanently reinstates 100% first-year bonus depreciation for qualified new and used assets acquired and placed into service after January 19, 2025.
  • Provides a new 100% deduction for the cost of “qualified production property” (generally, nonresidential real property used in manufacturing) placed into service after July 4, 2025, and before 2031.
  • Increases the Section 179 expensing limit to $2.5 million and the Sec. 179 phaseout threshold to $4 million for 2025, with each amount adjusted annually for inflation.

These tax incentives may encourage companies to increase their investments in capital assets or buy items sooner than they might have under prior law. While businesses that take advantage of the first-year depreciation tax breaks will pay lower taxes in the years qualifying assets are placed in service, they’ll have fewer depreciation deductions in future years (unless they continue to invest in more qualifying assets). Valuators will have to adjust their cash flow projections accordingly.

3. Reinstatement of the domestic R&E deduction

Under the TCJA, companies were required to capitalize specified research and experimental (R&E) expenditures, rather than expensing them as incurred, starting in 2022. Capitalized R&E costs were amortized over five years if incurred in the United States or 15 years if incurred outside the country.

The OBBBA permanently allows the deduction of domestic R&E expenses in the year incurred, starting with the 2025 tax year. Small businesses (with average annual gross receipts of $31 million or less for the previous three tax years) can claim the deduction retroactively to 2022. Any business that incurred domestic R&E expenses in 2022 through 2024 can elect to accelerate the remaining deductions for those expenditures over a one- or two-year period.

Like the first-year depreciation tax breaks, immediate expensing of R&E costs lowers taxes in the year they’re paid. But because those expenses are fully deducted in the year incurred, they won’t provide deductions in future tax years. Valuators will need to adjust their cash flow projections to reflect the timing of tax obligations.

4. Revised formula for the business interest limit

Under the TCJA, business interest deductions are generally limited to 30% of adjusted taxable income (ATI) for the year. For 2018 through 2021, ATI excluded allowable deductions for depreciation, amortization and depletion. But after 2021, ATI was essentially calculated based on earnings before interest and taxes — so it included allowable deductions for depreciation, amortization and depletion.

The OBBBA increases the limit on the business interest deduction by, once again, excluding depreciation, amortization and depletion from the computation of ATI, starting in 2025. This will increase interest expense deductions for many businesses. However, it’s important to note that small businesses (with average annual gross receipts of $31 million or less for the three previous tax years) aren’t subject to the 30% of ATI limit.

From a business valuation perspective, this provision could affect expected cash flows and decrease the relative cost of debt because it increases the tax benefits of debt financing. In turn, this could affect a company’s cost of capital going forward.

Get it right

Taxes are a major expense for most companies — and many will adjust their daily operations and long-term strategies in response to the OBBBA’s sweeping tax law changes. We’ve only briefly covered some of the law’s most significant business provisions here. Additional rules apply to the breaks discussed and many others may come into play, depending on the situation. The CJ Group’s experienced business valuation professionals understand how tax law changes will affect the expected cash flows and capital costs of each unique subject company. Contact us to determine which provisions are relevant for your circumstances.

© 2025

Employers: Time is running out on the WOTC

Is your organization looking to expand its workforce and having trouble finding workers to fill its needs? If so, you may need to broaden the hiring pool into which you usually cast a line for job candidates.

Since the mid-1990s, the federal government has incentivized employers to consider applicants they might not usually look at through the Work Opportunity Tax Credit (WOTC). However, as of this writing, the tax break’s time is running out. Unless Congress takes action in the next few months, the WOTC will expire on December 31, 2025.

Targeted groups

Generally, an employer may qualify for this credit by paying eligible wages to members of what the IRS describes as “certain targeted groups who have faced significant barriers to employment.” These groups are:

  • Qualified members of families receiving assistance under the Temporary Assistance for Needy Families program,
  • Qualified veterans,
  • Qualified ex-felons,
  • Designated community residents,
  • Vocational rehabilitation referrals,
  • Qualified summer youth employees,
  • Qualified members of families in the Supplemental Nutritional Assistance Program,
  • Qualified Supplemental Security Income recipients,
  • Long-term family assistance recipients, and
  • Long-term unemployed individuals.

To claim the WOTC, you must first get certification that a new hire is a member of one of the targeted groups. To do so, you need to submit IRS Form 8850, “Pre-Screening Notice and Certification Request for the Work Opportunity Credit,” to your state agency within 28 days of the eligible worker’s first day on the job.

Various requirements

Beyond submitting the form, you must meet various other requirements to qualify for the credit. For example, each eligible employee must complete a specific number of service hours. Also, the credit isn’t available for employees who are related to or previously worked for an employer.

The rules and credit amounts vary depending on the targeted group an employee originates from. For most eligible employees, the maximum credit available for first-year wages is $2,400. However, the credit amount is $4,000 for long-term family assistance recipients, and $4,800, $5,600 or $9,600 for certain veterans. Additionally, for long-term family assistance recipients, there’s a 50% credit for up to $10,000 of second-year wages, resulting in a total maximum credit, over two years, of $9,000.

For summer youth employees, the wages must be paid for services performed during any 90-day period between May 1 and September 15. The maximum WOTC credit available for summer youth employees is $1,200 per employee.

If your organization qualifies for the WOTC, you’ll naturally need to claim it on your federal income tax return. And the credit’s value is limited to your income tax liability. Generally, a current year’s unused WOTC can be carried back one year and then forward 20 years.

Watchful eye 

The One Big Beautiful Bill Act, which was signed into law in July, made permanent several tax breaks of interest to many employers. These include the qualified business income deduction and 100% bonus depreciation. Perhaps curiously, it didn’t address the WOTC.

The tax credit’s demise isn’t a sure thing, however. The WOTC has been extended three times since 2015, and Congress might save it again before year end. The CJ Group can keep you updated on any developments and identify many other tax strategies that may benefit your organization.

© 2025

New OBBBA provisions could impact SALT tax liability- How to adjust your tax planning

The One Big Beautiful Bill Act (OBBBA) shifts the landscape for federal income tax deductions for state and local taxes (SALT), albeit temporarily. If you have high SALT expenses, the changes could significantly reduce your federal income tax liability. But it requires careful planning to maximize the benefits — and avoid potential traps that could increase your effective tax rate.

A little background

Less than a decade ago, eligible SALT expenses were generally 100% deductible on federal income tax returns if an individual itemized deductions. This provided substantial tax savings to many taxpayers in locations with higher income or property tax rates (or higher home values).

Beginning in 2018, the Tax Cuts and Jobs Act (TCJA) put a $10,000 limit on the deduction ($5,000 for married couples filing separately). This SALT cap was scheduled to expire after 2025.

What’s new?

Rather than letting the $10,000 cap expire or immediately making it permanent, Congress included a provision in the OBBBA that temporarily quadruples the limit. Beginning in 2025, taxpayers can deduct up to $40,000 ($20,000 for separate filers), with 1% increases each subsequent year. Then in 2030, the OBBBA reinstates the $10,000 cap.

While the higher limit is in place, it’s reduced for taxpayers with incomes above a certain level. The allowable deduction drops by 30% of the amount by which modified adjusted gross income (MAGI) exceeds a threshold amount. For 2025, the threshold is $500,000; when MAGI reaches $600,000, the previous $10,000 cap applies. (These amounts are halved for separate filers.) The MAGI threshold will also increase 1% each year through 2029.

Deductible SALT expenses include property taxes (for homes, vehicles and boats) and either income tax or sales tax, but not both. If you live in a state without income taxes or opt for the sales tax route for another reason, you don’t have to save all your receipts for the year and manually calculate your sales tax; you can use the IRS Sales Tax Deduction Calculator to determine the amount of sales tax you can claim. (It includes the ability to add actual sales tax paid on certain big-ticket items, such as a vehicle.) The increased SALT cap could lead to major tax savings compared with the $10,000 cap. For example, a single taxpayer in the 35% tax bracket with $40,000 in SALT expenses and MAGI below the threshold amount would save an additional $10,500 [35% × ($40,000 − $10,000)].

The calculation would be different if the taxpayer’s MAGI exceeded the threshold. Let’s say MAGI is $560,000, which is $60,000 over the 2025 threshold. The cap would be reduced by $18,000 (30% × $60,000), leaving a maximum SALT deduction of $22,000 ($40,000 − $18,000). Even reduced, that’s more than twice what would be permitted under the $10,000 cap.

The itemization decision

The SALT deduction is available only to taxpayers who itemize their deductions. The TCJA nearly doubled the standard deduction. As a result of that change and the $10,000 SALT cap, the number of taxpayers who itemize dropped substantially. And, under the OBBBA, the standard deduction is even higher — for 2025, it’s $15,750 for single and separate filers, $23,625 for heads of household filers, and $31,500 for joint filers.

But the higher SALT cap might make it worthwhile for some taxpayers who’ve been claiming the standard deduction post-TCJA to start itemizing again. Consider, for example, a taxpayer who pays high state income tax. If that amount combined with other itemized deductions (generally, certain medical and dental expenses, home mortgage interest, qualified casualty and theft losses, and charitable contributions) exceeds the applicable standard deduction, the taxpayer will save more tax by itemizing.

Beware the “SALT torpedo”

Taxpayers whose MAGI falls between $500,000 and $600,000 and who have large SALT expenses should be aware of what some are calling the “SALT torpedo.” As your income climbs into this range, you don’t just add income. You also lose part of the SALT deduction, increasing your taxable income further.

Let’s say your MAGI is $600,000, you have $40,000 in SALT expenses and you have $35,000 in other itemized deductions. The $100,000 increase in income from $500,000 actually raises your taxable income by $130,000:

At a marginal tax rate of 35%, you’ll pay $45,500 (35% × $130,000) in additional taxes, for an effective tax rate of 45.5%.

In this scenario, even with your SALT deduction reduced to $10,000, you’d benefit from itemizing. But if your $10,000 SALT deduction plus your other itemized deductions didn’t exceed your standard deduction, the standard deduction would save you more tax.

Tax planning tips

Your MAGI plays a large role in the amount of your SALT deduction. If it’s nearing the threshold that would reduce your deduction or already over it, you can take steps to stay out of the danger zone. For example, you could make or increase (up to applicable limits) pre-tax 401(k) plan and Health Savings Account contributions to reduce your MAGI. If you’re self-employed, you may be able to set up or increase contributions to a retirement plan that allows you to make even larger contributions than you could as an employee, which also would reduce your MAGI.

Likewise, you want to avoid moves that increase your MAGI, like Roth IRA conversions, nonrequired traditional retirement plan distributions and asset sales that result in large capital gains. Bonuses, deferred compensation and equity compensation could push you over the MAGI threshold, too. Exchange-traded funds may be preferable to mutual funds because they don’t make annual distributions.

At the same time, because the higher cap is temporary, you may want to try to maximize the SALT deduction every year it’s available. If your SALT expenses are less than $40,000 and your MAGI is below the reduction threshold for 2025, for example, you might pre-pay your 2026 property tax bill this year. (This assumes the amount has been assessed — you can’t pre-pay based only on your estimate.)

Uncertainty over PTETs

In response to the TCJA’s $10,000 SALT cap, 36 states enacted pass-through entity tax (PTET) laws to help the owners of pass-through entities, who tend to pay greater amounts of state income tax. The laws vary but typically allow these businesses to pay state income tax at the entity level, where an unlimited amount can be deducted as a business expense, rather than at the owner level, where a deduction would be limited by the SALT cap.

The OBBBA preserves these PTET workarounds, and PTET elections may remain worthwhile for some pass-through entities. An election could reduce an owner’s share of self-employment income or allow an owner to take the standard deduction.

Bear in mind, though, that some states’ PTET laws are scheduled to expire after 2025, when the TCJA’s $10,000 cap was set to expire absent congressional action. There’s no guarantee these states will renew their PTETs in their current form, or at all.

SALT deduction and the AMT

It’s worth noting that SALT expenses aren’t deductible for purposes of the alternative minimum tax (AMT). A hefty SALT deduction could have the unintended effect of triggering the AMT, particularly after 2025.

Individual taxpayers are required to calculate their tax liability under both the regular federal income tax and the AMT and pay the higher amount. Your AMT liability generally is calculated by adding back about two dozen “preference and adjustment items” to your regular taxable income, including the SALT deduction.

The TCJA increased the AMT exemption amounts, as well as the income levels for the phaseout of the exemptions. For 2025, the exemption amount for singles and heads of households is $88,100; it begins to phase out when AMT income reaches $626,350. For joint filers for 2025, the exemption amount is $137,000 and begins to phase out at $1,252,700 of AMT income.

The OBBBA makes these higher exemptions permanent, but for joint filers it sets the phaseout threshold back to its lower 2018 level beginning in 2026 — $1 million, adjusted annually for inflation going forward. (It doesn’t call for this change for other filers, which might be a drafting error. A technical correction could be released that would also return the phaseout thresholds to 2018 levels for other filers.)

The OBBBA also doubles the rate at which the exemptions phase out. These changes could make high-income taxpayers more vulnerable to the AMT, especially if they have large SALT deductions.

Navigating new ground

The OBBBA’s changes to the SALT deduction cap, and other individual tax provisions, may require you to revise your tax planning. The CJ Group’s tax experts can help you chart the best course to minimize your tax liability.

© 2025

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