Tax Implications of Choice of Entity for Startups: An Advanced Examination for Tax Counsel

Preserving Options for Future Issuance of Stock, Venture Capital Funding, Spin Offs, Liquidation and Exit Strategies

Recording of a 90-minute premium CLE/CPE webinar with Q&A

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Conducted on Thursday, August 27, 2015

Recorded event now available

or call 1-800-926-7926

This CLE/CPE course will provide a deep dive into choice of entity considerations for tax counsel, taking a life cycle planning approach to structuring the company and drafting setup documents and tax provisions to enable the company to evolve in the way the owner/founder intends. 


For some small business owners, the choice of entity at company inception is not a complex one, and standard boilerplate packages can meet most needs. However, for startups that envision the need to issue stock/options, explore venture capital funding, plan on the possibility of spinning off separate business lines, moving into foreign markets, or dealing with special issues of cashing out or business succession, the choice of entity the owner makes at the beginning can have significant tax and operational impact on the business.

Tax advisers can provide detailed and valuable guidance in outlining the different tax planning opportunities associated with various business entity structures, not only at startup but throughout the life cycle of the enterprise. Tax counsel must provide guidance to business owners to set up the right type of entity to meet the owner's initial goals while providing sufficient flexibility to change the form of the entity as the business evolves.

Making an incorrect choice of entity can create avoidable tax difficulties for business owners in the operation, liquidation or succession of the business. Advisers need to know the details of choice of entity to enable their clients to operate businesses in a tax-efficient manner.

Listen as our experienced panel provides a detailed examination into the tax planning considerations and opportunities in advising clients on choosing a business entity.



  1. Tax considerations and opportunities at startup
  2. Treatment of operational income, gain and loss
  3. Reasons why a business might need to change entity form
    1. Need for investor capital
    2. Foreign operations
    3. Spinoffs
  4. Planning and drafting to facilitate entity form change
  5. Exit strategies
    1. Business sale
    2. Leaving business to heirs
    3. 1031 exchanges as part of estate plan


The panel will discuss these and other critical issues:

  • Initial tax and operational considerations at startup
  • Planning opportunities that the "check the box" regulations provide to counsel in drafting startup documents
  • Tax consequences and opportunities in changing entity form
  • Tax accounting challenges and concepts associated with entity form
  • Tax treatment of dividends and distributions
  • Capitalization and debt options and treatment
  • Tax consequences of various exit strategies
  • The effect of differing entity formats on structuring compensation


Leo Parmegiani
Leo Parmegiani

Tax Partner
PKF O'Connor Davies

Mr. Parmegiani has considerable expertise in a broad range of tax specialty areas, including the hospitality and real...  |  Read More

George Beda
George Beda
Senior Tax Manager
O'Connor Davies

Mr. Beda has over 30 years of public accounting and tax experience representing individuals and businesses in numerous...  |  Read More

Steven Buchwald
Steven Buchwald

Buchwald & Associates

Mr. Buchwald focuses his transactional practice on corporate and intellectual property law matters, mergers and...  |  Read More

Thomas Riggs
Thomas Riggs

PKF O'Connor Davies

Mr. Riggs serves as Managing Director of the Financial Services Tax Group, overseeing both the financial services and...  |  Read More

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