Has anyone here actually completed a reorganization from a single C-corp to an opco/holdco structure while maintaining QSBS eligibility? What software or services did you use to track the reorganization?

This is a great question and one I've been exploring for my own business. From my research, the opco/holdco structure is definitely used in the US, though as others mentioned, it's often called "parent-subsidiary" or "multi-entity" structure here. One thing I'd add that hasn't been mentioned yet - consider the timing carefully if you have any plans for future fundraising. Some VCs prefer cleaner cap tables and might view the holdco structure as adding unnecessary complexity during due diligence. However, if you're planning to bootstrap or are past the fundraising stage, the asset protection benefits can be significant. Also, don't forget about potential franchise tax implications in your state of incorporation. Delaware, for example, charges franchise taxes for each entity, so you'll want to factor those ongoing costs into your analysis. The QSBS preservation is definitely the most critical piece - losing that eligibility could cost you millions in tax savings if you have a successful exit. I'd strongly recommend getting multiple opinions from tax professionals who specifically understand Section 1202 before proceeding.

I'm in a somewhat similar situation and wanted to share what I learned after consulting with a tax professional. The key issue you're dealing with is the difference between your "tax domicile" (Arizona, where your legal ties are) and where you're physically earning income (Colorado). Here's what you'll likely need to do: **Arizona**: File as a resident since your driver's license, voter registration, and permanent address are all there. You'll report ALL your income, including what you earned in Colorado. **Colorado**: File as a nonresident since you're just there temporarily for work. You'll report only the income earned while physically working in Colorado. The Arizona return will give you a credit for taxes paid to Colorado, so you won't be double-taxed. Just make sure to save all your Colorado tax documents. One thing that caught me off guard - make sure your employer is withholding enough Colorado state tax. Colorado has a flat 4.55% rate, so you can roughly estimate if they're taking out enough. If not, you might want to adjust your W-4 or make estimated payments to avoid underpayment penalties. Also, keep track of exactly when you started working in Colorado and any days you might work remotely from Arizona, as this can affect your filing requirements. The situation is definitely manageable once you understand the basic rules!

Great question! You're dealing with a classic multi-state tax situation that's more common than you think, especially for contractors and temporary workers. Since your permanent ties (driver's license, voter registration, mail forwarding) are all in Arizona, you're still considered an Arizona resident for tax purposes. The fact that you're staying in temporary accommodations in Colorado for work doesn't change your legal domicile. Here's what you'll need to do: **Arizona**: File as a resident and report ALL your income, including what you earned in Colorado. Arizona taxes residents on their worldwide income. **Colorado**: File as a nonresident and report ONLY the income you earned while physically working in Colorado. The good news is Arizona will give you a credit for taxes paid to Colorado, so you won't be double-taxed on the same income. You'll essentially pay the higher of the two states' tax rates on that Colorado income. A few important tips: - Double-check that your employer is withholding enough Colorado tax (they have a flat 4.55% rate) - Keep records of your work dates in Colorado - Consider adjusting your W-4 or making estimated payments if withholding seems insufficient Most tax software handles multi-state returns well, but given the temporary nature of your situation and the fact that you've been traveling, you might want to consult with a tax professional to make sure everything is handled correctly. Better to get it right the first time than deal with notices later!

Dont listen to ppl saying "you wont go to jail"... my cousin didn't file for 3 yrs and got charged with tax evasion!!! The IRS doesnt mess around!!!

I was in a very similar situation - hadn't filed for 3 years and was absolutely terrified about what would happen. The good news is that if you had taxes withheld from your paychecks, you're in a much better position than you think! Here's what I learned when I finally dealt with it: The IRS isn't going to come after you criminally for this. They reserve criminal prosecution for people who are actively trying to defraud the government, not people who just procrastinated on filing. Since you had regular W-2 jobs with withholding, the IRS already knows about your income anyway. My advice: Start gathering your tax documents now (W-2s, 1099s, etc.) for all four years. If you're missing any, you can request transcripts directly from the IRS. Focus on getting the most recent 3 years filed first since those are the ones where you can still claim refunds if you're owed them. I ended up owing a small amount for one year but got refunds for the other two. The penalties weren't nearly as scary as I'd imagined, and the IRS was actually pretty reasonable to work with once I voluntarily came forward. The relief of finally having it handled was incredible - I wish I hadn't stressed about it for so long!

Has anyone tried filing a complaint with the CFPB (Consumer Financial Protection Bureau) about SBTPG? I just submitted one yesterday after getting nowhere with SBTPG for 9 weeks. They're legally required to respond to CFPB complaints within 15 days.

This is exactly what happened to me! I've been dealing with SBTPG holding my $2,400 refund since March. They keep saying they returned it to the IRS, but when I finally got through to an IRS agent (after waiting 3 hours on hold), they confirmed there's no record of SBTPG returning anything. What really got me was when I asked SBTPG for proof they returned my refund - like a transaction ID or confirmation number - they couldn't provide any documentation. Just kept repeating the same script about "processing delays" and "10-12 weeks." I'm definitely going to try filing that CFPB complaint and the Form 3911 refund trace. It's ridiculous that we have to jump through all these hoops when they're clearly just sitting on our money. Thanks for posting this - at least now I know I'm not going crazy and this is happening to tons of people!

My small business return was accepted on January 29th, 2024. Transcript updated with 570 code on February 12th. Then showed 571 code on February 19th. Got 846 code on February 23rd with February 28th deposit date. But the money hit my account on February 23rd - same day as the transcript update! Just like yours! My WMR still shows processing even though I already have the money. This is definitely a new pattern for 2024 filing season.

This is really encouraging to hear! I filed my LLC return on 2/3 and have been anxiously waiting since my transcript still shows "N/A" for 2024. Based on your timeline and what others are sharing, it sounds like the IRS might actually be processing business returns much more efficiently this year. The fact that your deposit hit the same day as the transcript update is incredible - that never happened in previous years. I'm going to stop obsessing over WMR and just wait for my transcript to update. Thanks for sharing the detailed timeline, it really helps set expectations for those of us still waiting!