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Stale 409A Valuation

Stale 409A Valuation

Let’s say it’s March 2024 and you have some stock options you would like to grant members of your team.  You’ve heard that you can rely on a tax code Section 409A valuation for up to 12 months.  You received a valuation of $0.30 per share effective as of December 31,...
Section 174 Expensing

Section 174 Expensing

Updated August 20, 2024 Certain recent changes to tax code Section 174 may negatively affect companies that have research and development (R&D) expenses. Here’s the basic problem: If in 2023 you spent $1M to make $1.2M then you have $200K of profit.  If we lived...
Section 351

Section 351

Let’s say you have some intellectual property (IP) that you’d like to give to a corporation in exchange for shares of its common stock.  The IP and stock are both worth $10,000 and you have tax basis in the IP of $800. Normally such an exchange would...
Form 1099-NEC and Legal Services

Form 1099-NEC and Legal Services

It’s 1099 season. For those of you who paid a law firm for legal services this year, here are three tips: 1. Payment for legal services goes in box 1 of Form 1099-NEC. Do not use Form 1099-MISC. Form 1099-MISC box 10 “Gross proceeds paid to any...
Liquidating after an Asset Sale

Liquidating after an Asset Sale

Let’s say you’re the majority shareholder of ABC, Inc., a C corporation, which just sold substantially all of its assets in a taxable asset sale.  The deal consideration consists of three parts (i) $30M to be paid at closing, (ii) $3M which is being held...
SAFEs in LLCs

SAFEs in LLCs

Updated. Originally posted September 14, 2019. Once there was a beautiful tech incubator named Y Combinator. In a dream one night she saw herself curing every start-up’s funding woes with a magical new creature called a SAFE. When she woke up, she got to work creating...