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Ask the community...

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Emma Wilson

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One thing nobody has mentioned yet - fundraising implications. I chose C-Corp with S election for my first startup, and when we went to raise our seed round, we had complications. Some potential investors (particularly angel funds structured as partnerships) were hesitant because S-Corp status would force K-1 income onto their tax returns. We ended up revoking our S election right before closing the round, but it created unnecessary paperwork and delays. If you're SURE you'll be seeking VC funding within 1-2 years, consider whether the temporary tax benefits of S status are worth the conversion headaches.

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Yara Sayegh

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Thanks for sharing your experience! Did you face any issues with the timing of revoking your S election? I've heard there might be optimal times during the fiscal year to make the switch. Also, did you experience any unexpected costs during the conversion process that I should budget for?

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Emma Wilson

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Timing definitely matters. We revoked our S election mid-year which created some accounting complexity with a partial-year S-Corp return and partial-year C-Corp return. In retrospect, doing it at year-end would have been cleaner. As for unexpected costs, the biggest ones were accounting fees for handling the more complex tax filings and legal fees for updating our shareholder agreements. Our accountant charged about $2,800 for the additional work, and legal fees were around $4,000. We also needed to update our capitalization table and stock certificates, which wasn't expensive but took more time than expected. Budget at least $7-8K for a smooth transition.

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Malik Davis

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Has anyone here actually kept S-Corp status even after raising VC funding? I'm wondering if there's a way to structure things to keep the tax benefits for founders while accommodating investor requirements.

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In theory, you could create a two-entity structure - an S-Corp for operations that pays management fees to a C-Corp holding company where investors put their money. But honestly, it's overly complicated and most serious VCs will run away from this setup. The legal and accounting overhead usually erases any tax benefits. We tried something similar and abandoned it after our Series A investors balked at the complexity.

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One thing nobody mentioned yet is that if you donate appreciated stocks or other investments you've held for more than a year, you don't have to pay capital gains tax on them AND you get to deduct the full market value (if you itemize). It's like a double tax benefit. I donated some Apple shares I bought in 2012 and it was way better than selling them and donating cash!

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How exactly does this work? Do you just transfer shares directly to the charity somehow? And do all charities accept stock donations or just the bigger ones?

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You transfer the shares directly to the charity's brokerage account - most medium and large charities have a process for this. You'll need to contact their donation department for their specific instructions. They'll usually provide their broker info and account number. Many smaller charities can accept stock donations too, but some might not have the infrastructure. In those cases, there are donor-advised funds like at Fidelity or Schwab where you can donate the stock to the fund (getting the tax deduction immediately), then grant the money to any charity from there. The best part is you completely avoid the capital gains tax you would've paid if you sold the stock yourself, plus you still get the full market value as a deduction.

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Has anyone used those donation kiosks at checkout where they ask if you want to round up or add $1 to your purchase for charity? Are those tax deductible too or not worth tracking?

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Technically those are deductible but practically not worth the hassle. You'd need receipts for everything, and most stores don't automatically provide them for these small donations. Plus, if you're taking the standard deduction anyway, they won't help your tax situation at all.

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StarSailor}

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One thing nobody has mentioned yet - if your cousin is low income, they might qualify for help from a Low Income Taxpayer Clinic (LITC). These clinics provide free or low-cost help to people who make below a certain threshold (generally 250% of the federal poverty line). I volunteered at one during tax season and we helped tons of restaurant workers file multiple years of back taxes. In many cases, people actually got refunds they didn't know they were entitled to! Google "LITC near me" or check the IRS website for locations. They can help with the whole process from filing the returns to setting up payment plans or even negotiating settlements if needed.

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Thank you for mentioning this! Do you know if they help with tip income situations specifically? That's the part my cousin is most worried about.

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StarSailor}

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Yes, they absolutely help with tip income situations! In fact, that's one of the most common issues they deal with for restaurant workers. They can help your cousin figure out how to reconstruct reasonable tip records if they didn't keep detailed logs, and they understand the specific challenges facing tipped employees. The LITC volunteers typically include tax professionals who donate their time and have experience with these exact scenarios. They won't judge your cousin for not filing - their goal is just to help people get into compliance with the least financial pain possible.

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Miguel Silva

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Just to add my experience - I worked delivery for 3 years and didn't file. When I finally did, I ended up getting refunds for all 3 years! Don't assume your cousin will owe a ton. Between the standard deduction (which was around $12,950 for single filers last year) and tax credits they might qualify for, they could be in better shape than you think. Even if they do owe, the IRS is pretty reasonable with payment plans. I know someone who owed about $7,000 and got a plan for like $120/month. Not ideal, but definitely not the financial death sentence people fear.

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How far back can you claim refunds? My boyfriend hasn't filed in like 6 years but he's pretty sure he'd get refunds.

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Miguel Silva

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You can only claim refunds going back 3 years. So for the 2025 filing season, you can claim refunds for 2022, 2023, and 2024. Any potential refunds from years before that are unfortunately lost forever - that's why it's important to file ASAP if your boyfriend thinks he's due refunds! For the older years (beyond the 3-year window), he should still file the returns to get into compliance, but he won't be able to get any refunds from those years even if the calculations show he would have been entitled to them.

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Something else to consider - if you discover an excess contribution, you can actually remove it (plus any earnings on that excess amount) before your tax filing deadline to avoid the 6% penalty entirely. If you've already filed your 2020 return, you might still be able to fix this by filing an amended return. I made an excess contribution to my Roth last year and was able to call my brokerage and specifically request a "return of excess contribution" for the specific tax year. They calculated the earnings on that amount and distributed both back to me. Had to report the earnings as income for the year I received the distribution, but avoided the 6% penalty.

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Thanks for this tip! So if I understand correctly, I could still potentially avoid the penalty even now? My broker is Vanguard - would I just call them and ask for a "return of excess contribution" specifically for my 2020 contribution? Do you know if there's a time limit for doing this correction?

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Yes, you would call Vanguard and specifically request a "return of excess contribution" for tax year 2020. Be very clear about which tax year you're correcting. There is a time limit - ideally you want to do this before the tax filing deadline for that year (including extensions). Since we're well past the 2020 deadline, you'll still owe the 6% penalty for 2020, but removing the excess now stops you from owing the penalty for subsequent years too. The excess contribution continues to be penalized 6% every year until you either remove it or "absorb" it by using up part of a future year's contribution limit.

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Omar Fawaz

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Just to clarify what everyone is saying - yes, you will owe the 6% penalty. The "including 2020 contributions made in 2021" language specifically means the IRS wants you to pretend the money was there on Dec 31, 2020, even though it physically wasn't. I had the exact same situation last year and I used FreeTaxUSA to file. Their software actually has a pretty good walkthrough for Form 5329. Much better than TurboTax which kept giving me errors.

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I second FreeTaxUSA! TurboTax really struggles with Form 5329 and excess contributions. My tax preparer actually recommended I switch to FreeTaxUSA specifically for handling my IRA issues.

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One thing nobody has mentioned yet is that partnership agreements can include special allocations of profits and losses, which means you can distribute profits differently than ownership percentages. But these special allocations must have "substantial economic effect" to be respected by the IRS. This means your allocation must: 1) Actually affect the dollar amount received by the partners 2) Have economic impact beyond just tax savings 3) Be properly documented with capital accounts maintained correctly The "avoid self-employment tax" goal without other business purposes could definitely raise red flags. Have you considered an S-Corp instead? You could pay yourselves reasonable salaries (subject to employment taxes) and take the rest as distributions not subject to SE tax.

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Thanks for bringing up special allocations - I wasn't familiar with that concept or the "substantial economic effect" requirement. What exactly counts as having "economic effect beyond tax savings"? Would things like my wife handling all the management responsibilities as GP while I provide most of the funding as LP qualify? And yes, we've considered an S-Corp too, but I was concerned about the "reasonable salary" requirement. Our business is projected to make around $300k/year, and I wasn't sure what would be considered "reasonable" for our industry (real estate investments).

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Your wife handling all management responsibilities while you provide funding could potentially create economic effect beyond tax savings, as it reflects the different roles you're playing in the business. Document her actual time spent, decisions made, and management activities to substantiate her role. The key is having her GP role reflect genuine business operations, not just a paper arrangement. For S-Corps in real estate investing with $300k annual income, reasonable salary benchmarks typically range from $60k-$120k depending on location, portfolio size, and actual services performed. The IRS looks at comparable compensation for similar roles in your market. I recommend researching salary surveys for real estate investment managers in your area to establish a defensible figure.

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Aaliyah Reed

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Has anyone used the partnership tax calculator on the IRS website? I tried inputting different profit allocation scenarios, but I'm not sure if I'm using it correctly. I also heard that different states have different rules about partnership structures - does anyone know if that's true?

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Ella Russell

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The IRS calculator is pretty basic and doesn't account for complex allocations. I'd recommend the tools at business.gov instead - they're more comprehensive. And yes, states definitely have different rules! California is particularly strict with partnership structures and charges an $800 minimum annual tax regardless of profitability. New York and Delaware have more favorable treatments. Check your state's secretary of state website for specific requirements.

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Aaliyah Reed

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Thanks for the business.gov suggestion! I'll check that out instead. And I had no idea California charges $800 annually regardless of profit - that's good to know since we might expand there eventually. I'll definitely look up my state's requirements on the secretary of state website.

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