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May 28, 2026by admin
Although your business may seem big to you, you may wonder how the government classifies it for tax purposes. If your organization qualifies as a “small business,” you may enjoy several important tax advantages. But the rules for specific tax provisions vary. So, depending on your size, you might be eligible for some so-called small business breaks but not others. Here’s a closer look.
No universal definition
Under federal tax law, there’s no one definition of a small business. Instead, several definitions apply depending on the context, various criteria and certain thresholds. Criteria may include a business’s:
- Gross assets,
- Gross receipts, and
- Number of shareholders and employees.
Even if a criterion such as gross receipts is the same across definitions, different thresholds may apply. Also, for some purposes, the tax code might define a small business in more than one way. Depending on how your performance and operations change over time, you might meet the government’s definition of a small business one year but not the next year.
5 special breaks for certain small businesses
The Section 448(c) gross receipts test serves as a common eligibility standard for several tax provisions available to qualifying small businesses. Under this test, your business may qualify for five potential tax breaks if it had average annual gross receipts of $25 million or less for the prior three-year period. This threshold is adjusted for inflation — for 2026, businesses that had average gross receipts up to $32 million are eligible for:
1. Cash accounting. You’re generally permitted to use the cash method of accounting for tax purposes even if you have inventories or use the accrual method for financial reporting. With certain exceptions, larger businesses — particularly those that carry inventory — must use accrual accounting. Using the cash method will likely allow you to defer more taxable income than you could under the accrual method.
2. Inventory simplification. You’re generally exempt from complex inventory accounting rules and may account for inventories by:
- Treating them as nonincidental materials and supplies, or
- Conforming to the inventory method you use in your financial statements or books and records.
Treating inventories as nonincidental materials or supplies allows you to deduct their cost when they’re “used or consumed.” Final IRS regulations clarify that materials aren’t used and consumed until the inventory is sold. So businesses can’t treat raw materials as used and consumed when converted into work-in-progress or finished goods.
3. Relief from UNICAP rules. You’re exempt from the uniform capitalization (UNICAP) rules, which require taxpayers to capitalize certain direct and indirect production costs to inventory, rather than deduct them when incurred. Not only can these rules increase your tax liability, but they also make tax reporting more complex.
4. Exemption from the business interest deduction limitation. You’re not subject to the cap on business interest write-offs, which generally limits deductions of net business interest expense to 30% of adjusted taxable income.
5. The completed contract method. If your business is in construction, manufacturing or another industry where long-term contracts are common, you may use the completed contract method rather than the percentage-of-completion method to account for long-term contracts expected to be completed within two years. The completed contract method allows you to defer tax until the contract is substantially complete, while the percentage-of-completion method can accelerate the tax.
When determining your business’s gross receipts, you may need to include those earned by certain related entities, such as those with common control. Special rules apply to organizations in existence for less than three years. Also, tax shelters, including syndicates, don’t qualify for small business status, even if their gross receipts are below the threshold.
Sizing up your business
Of course, these five relief measures aren’t the only tax-saving opportunities for small business owners at the federal and state levels. And determining eligibility can be more complicated than it appears. We can help evaluate your eligibility for these breaks and others — and develop a long-term plan that’s tailored to your situation. Contact us to explore the potential tax benefits of small business status.
May 28, 2026by admin
Tax identity theft isn’t limited to individual taxpayers — businesses are also targeted through their Employer Identification Numbers (EINs), payroll systems and tax filings. The financial impact of these crimes can be significant. Businesses may face delayed or stolen tax refunds, unauthorized payroll filings, and the time and expense of resolving IRS issues. There may even be credit damage or, if employee or customer data is compromised, reputational harm. Here’s what you need to know to protect your business.
How tax identity theft happens
Business tax identity theft comes in many forms and can affect sole proprietors, corporations, partnerships and limited liability companies. For example, criminals may file fraudulent returns using a company’s EIN, impersonate executives to steal employee W-2 data, or use forged IRS documents to pose as a business for financial or tax-related activity. In more advanced cases, hackers combine stolen data from breaches with synthetic identities to create entirely fake businesses capable of filing returns and securing credit.
These schemes often go undetected until the IRS rejects a legitimate tax filing or flags duplicate activity. Other warning signs may include rejected extension requests, unexpected IRS transcripts or notices, or missing IRS correspondence.
You also might receive a Letter 5263C or 6042C from the IRS. If your business receives one of these notices, don’t panic — it may stem from an IRS verification issue or a filing inconsistency, such as transposed numbers on your return. But it could signal something more serious. So contact your tax advisor to help answer all the questions in the letter within the timeframe specified in the notice (typically within 30 days). In some cases, the IRS may require you to file Form 14039-B, “Business Identity Theft Affidavit,” to report suspected identity theft.
How to protect your business
Tax identity theft can be costly, so prevention and early detection are critical. Consider the following seven security measures to help protect your business:
1. Prioritize cybersecurity. Your business should have a formal cybersecurity plan that provides a step-by-step approach for detecting identity theft. When breaches happen, your plan should trigger a prompt, thorough response. Review your plan regularly and update it to reflect changes in your business operations and emerging cyber risks.
2. Safeguard sensitive business data. Store employee and customer data, along with other proprietary records, such as financial statements and prior years’ tax returns, in a secure location. Keep your EIN information up to date with the IRS, including the responsible party and contact details. Shred nonessential documents before throwing them out, and limit access to your EIN to parties with whom you initiated the contact. Share sensitive information via the internet or email only if the recipient is trusted (such as your lender or tax preparer) and the site is secure or the email is encrypted.
3. Guard your logins and passwords. Some businesses store account logins and passwords in a single location, which can be convenient but risky. If a dishonest employee or hacker gains access, they could reach sensitive systems, including those tied to your EIN and tax filings. Use strong security controls to protect this information.
4. Use the latest cybersecurity technology. This includes firewalls, antivirus and antimalware software, spam filters, encryption and multi-factor authentication. Also exercise common sense: Don’t download files, click links or open attachments sent from unknown sources. It’s also prudent to back up sensitive data to a secure, external source not connected to your network.
5. Educate employees. Conduct periodic training sessions to remind employees about the latest scams, such as phishing emails that impersonate familiar businesses or colleagues to steal sensitive information. Employees should be aware of your cybersecurity plan and each person’s role if a breach occurs. Also remind them that the IRS doesn’t initiate contact by telephone, email, text or social media to request sensitive information.
6. Monitor business credit reports. It doesn’t take much effort to monitor your company’s profiles from the three major business credit bureaus: Equifax, Experian and TransUnion. Subscribe to their monitoring services and real-time alerts for suspicious activity, which may signal unauthorized accounts or broader identity theft affecting your business.
7. Secure your tax filings and accounts. Work with a trusted tax professional and use secure portals to share tax documents. Review IRS notices promptly and investigate any rejected filings, unexpected transcripts or unusual activity tied to your EIN.
Be proactive, not reactive
No preventive measure is 100% fail-safe, so identifying suspicious activity is also critical. Uncovering identity theft early makes it easier to address.
Contact us if you have questions about protecting your business’s tax filings, employee tax data or IRS account information. We can help you review your risks, implement practical data security measures and determine the next steps if something looks suspicious.
May 28, 2026by admin
Businesses that own commercial real property may be sitting on an overlooked treasure chest of tax savings — and a cost segregation study can be the key to unlocking it. This is a strategic tool that combines accounting and engineering techniques to identify building costs that are properly allocable to tangible personal property rather than real property. A cost segregation study may allow you to accelerate depreciation deductions on certain items, thereby deferring taxes and boosting cash flow.
Timing counts when depreciating assets
Commercial rental properties and buildings used for business purposes are generally depreciated over 39 years under federal tax law. But such properties may include a wide range of components with much shorter depreciation recovery periods. These can include parts of various systems such as HVAC, plumbing, electrical, fire protection, alarm and security, as well as:
- Drywall,
- Doors,
- Fixtures,
- Data and communication ports,
- Flooring, and
- Cabinetry.
These assets could have useful lives of five, seven or 15 years — all significantly less than 39 years. By segregating such assets, you can claim greater depreciation deductions sooner. You’ll claim the same total amount of depreciation on the assets over time but reduce your tax bill in the short term, providing greater cash flow.
OBBBA changes add value
Recent tax law changes under the One Big Beautiful Bill Act (OBBBA) enhanced these benefits by increasing first-year depreciation write-offs. The two most widely relevant provisions relate to:
1. Bonus depreciation. The OBBBA restored 100% first-year bonus depreciation deductions for eligible assets acquired and placed in service after January 19, 2025. While commercial real properties aren’t eligible for first-year bonus depreciation, segregated building components with shorter recovery periods may be eligible. There are no phaseout limits for bonus depreciation, which is helpful for larger companies.
2. Section 179 expensing. For tax years beginning in 2025, the OBBBA increased the maximum amount of eligible assets you can immediately deduct under the Sec. 179 expensing election to $2.5 million. A phaseout reduces the maximum Sec. 179 deduction if, during the year, you place in service eligible assets in excess of $4 million. Both figures are adjusted annually for inflation. For 2026, they’re $2.56 million and $4.09 million, respectively. Again, commercial real properties aren’t eligible for Sec. 179 expensing, but segregated building components with shorter recovery periods may be eligible.
Additionally, if your business involves manufacturing or certain agricultural activities, you may be eligible for a new depreciation-related tax break. The OBBBA introduced a 100% deduction for the cost of qualified production property (QPP). To be eligible, among other requirements, a qualifying real property’s construction must begin after January 19, 2025, and before January 1, 2029, and it must be placed in service before 2031. This break allows eligible businesses to immediately deduct the cost of QPP that otherwise would be depreciable over 39 years.
The QPP deduction makes cost segregation studies less relevant for qualifying property. But it’s subject to several specific requirements and exceptions that may prevent you from claiming it.
Ready, set, save
A cost segregation study can significantly lower your taxes, but it isn’t a do-it-yourself project. Although this strategy has been consistently upheld in the courts, the IRS closely monitors deductions based on cost segregation studies. And the rules can be confusing.
So, it’s prudent to hire experienced professionals to help you identify various building components and break down write-off periods for them. Contact us to discuss whether a cost segregation study could potentially save you taxes. We can determine reasonable cost allocations to help withstand IRS scrutiny.
May 28, 2026by admin
If you run your business as a C corporation, you may be eligible for a potentially significant tax break for qualified small business (QSB) stock. This opportunity has existed for years, but recent tax law changes have enhanced it.
What’s a QSB corporation?
QSB corporations are a special type of C corporation. At the entity level, QSB corporations are generally treated as regular C corporations for legal and federal income tax purposes. So, most of the standard advantages and disadvantages of C corporation status apply equally to QSB corporations, including the 21% flat federal income tax rate on corporate income. However, QSB shareholders can potentially enjoy a significant tax advantage: A special gain exclusion rule can allow them to avoid the federal income tax hit on up to 100% of the gain from selling QSB stock.
C corporations that own QSB stock aren’t eligible for the gain exclusion. But sales of QSB stock held by pass-through business entities — such as S corporations, partnerships and, typically, limited liability companies — may be eligible. The break is effectively passed through to individual pass-through entity owners.
Which shares qualify as QSB stock?
To be eligible for the QSB stock gain exclusion, several requirements must be met, including the following:
- You must acquire the shares upon original issuance by the corporation or by gift or inheritance.
- The corporation must be a QSB corporation on the date the stock is issued and for substantially all the time you own the shares. Among other things, this means it must not have assets that exceed $75 million ($50 million if the stock was issued on or before July 4, 2025). The $75 million limit will be indexed for inflation after 2026.
- The corporation must actively conduct a qualified business. Service businesses and certain other businesses don’t qualify. (Contact us for a complete list of nonqualified businesses.)
Timing is also critical. To take advantage of the 100% gain exclusion for sales of QSB stock, you must have acquired the shares after September 27, 2010, and held them for at least five years.
How did the OBBBA expand the exclusion?
In addition to raising the QSB asset ceiling, the One Big Beautiful Bill Act (OBBBA) enhanced the gain exclusion rules for QSB shares acquired after July 4, 2025. It allows a 50% gain exclusion for QSB stock held for at least three years and a 75% gain exclusion for QSB stock held for at least four years. The 100% gain exclusion still applies to QSB stock held for at least five years.
For QSB shares acquired after July 4, 2025, your excludable gain for any year is limited to the greater of:
- 10 times your aggregate tax basis in the QSB stock that was sold, or
- $15 million ($7.5 million if you were married but filed separately), reduced by the amount of gain you excluded in prior tax years from sales of QSB stock issued by the same corporation.
When the $15 million (or $7.5 million) restriction applies, it’s effectively a lifetime limitation.
Next steps
The gain exclusion for QSB stock and the flat 21% corporate federal income tax rate are two powerful incentives to operate a business as a QSB corporation. You can potentially convert an existing unincorporated business into a QSB corporation by incorporating it. Contact us to learn more about this tax-saving strategy. We can help you navigate the complex rules and requirements.
May 1, 2026by admin
May 1, 2026 (Disaster Relief Deadline): Affected taxpayers in specific areas have this date for 2025 IRA/HSA contributions, Q1 2026 estimated taxes, and first-quarter payroll/excise taxes.
May 15, 2026 (Monthly Employer Deposits): Employers must deposit Social Security, Medicare, and withheld income tax for April 2026.
May 15, 2026 (Non-profit): Calendar year non-profits (Form 990) must file or request an extension.
May 31, 2026 (Payroll Taxes): First-quarter 2026 payroll tax returns (Form 941) are due, if not filed in April, for those who deposited in full.
Monthly Deposits: Semi-weekly depositors must deposit payroll taxes for specific dates throughout the month.
Important Reminders:
Extensions: While individual income tax filing extensions are due on October 15, 2026, any tax owed was due on April 15, 2026.
Disaster Relief: Some taxpayers may have deadlines postponed by the IRS.
Stay Compliant: Employers should ensure timely monthly deposits to avoid penalties.
April 30, 2026by admin
The passive activity loss (PAL) rules may limit your ability to deduct losses from a business structured as a limited liability partnership (LLP) or limited liability company (LLC). Depending on how your ownership interest is treated under these rules, you may have more or less flexibility to claim losses in the current year. Here’s a closer look.
The basics
Under the PAL rules, you generally can use passive activity losses only to offset income from other passive activities. (Keep in mind that other limitations, such as basis and at-risk rules, may apply before the PAL rules.)
There are two types of passive activities: 1) trade or business activities in which you don’t materially participate during the year, and 2) rental activities, even if you do materially participate (unless you qualify as a real estate professional under the PAL rules). Disallowed losses may be carried forward to future years and deducted from passive income or recovered when the passive business interest is sold.
If you’re an LLP or LLC owner, you can avoid passive treatment by materially participating in the business’s activities. This allows you to use LLP or LLC losses to offset nonpassive income, such as wages, interest, dividends and capital gains.
7 factors
Material participation in this context means participation on a “regular, continuous and substantial” basis. Unless you’re treated as a limited partner, you’re deemed to materially participate in a business activity during the year by meeting one of the following seven criteria:
- You participate in the activity more than 500 hours during the year.
- Your participation constitutes substantially all the participation for the year by anyone, including nonowners.
- You participate more than 100 hours and as much or more than any other person.
- The activity is a “significant participation activity” — that is, you participate more than 100 hours — but you participate less than one or more other people yet your participation in all your significant participation activities for the year totals more than 500 hours.
- You materially participated in the activity for any five of the preceding 10 tax years.
- The activity is a personal service activity in which you materially participated in any three previous tax years.
- Regardless of the number of hours, based on all the facts and circumstances, you participate in the activity on a regular, continuous and substantial basis.
Limited partners face more restrictive rules; they can establish material participation only by satisfying criterion 1, 5 or 6.
Supporting your deductions
If you’re an LLC or LLP owner, it’s important to track the time you spend on business activities. In addition, if your spouse also participates in an activity, you can combine your hours to meet the material participation standards. Contact us for additional guidance on documenting your hours, applying the material participation test and maximizing business loss deductions.
April 30, 2026by admin
Many small businesses don’t have enough employees to worry about the play-or-pay provisions of the Affordable Care Act (ACA). However, as your business grows, these rules can apply sooner than expected. This issue also may not be on your radar because there’s a common misconception that the repeal of ACA penalties under the Tax Cuts and Jobs Act applied to both individuals and businesses. While the individual mandate penalty was eliminated beginning in 2019, the employer shared responsibility rules are still in effect.
Don’t let ACA compliance become a blind spot for your business. Here’s what you need to know to comply with the law’s requirements.
The play-or-pay threshold
The ACA’s employer shared responsibility rules apply to applicable large employers (ALEs). In general, ALEs are businesses with 50 or more full-time employees, including full-time equivalents (FTEs). Once a business crosses that threshold, it must comply with several requirements related to employee health coverage. An employer’s size for the year is determined by the number of full-time employees plus FTEs in its prior year. The challenge is that many business owners don’t realize they’re approaching the ALE threshold until it’s too late.
First, for ACA purposes, a full-time employee generally is an individual employed on average at least 30 hours of service per week or 130 hours per month. So some employees you might consider to be part-time because they work less than 40 hours a week may be considered full-time for ACA purposes.
Second, FTEs are determined by adding all hours of service for the month for employees who weren’t full-time employees (but no more than 120 hours per employee), and dividing by 120. This can push a company into ALE status faster than expected. For example, a small company with 35 full-time employees and a significant number of part-time workers could exceed the 50-full-time-employee threshold once part-time hours are aggregated.
2 types of penalties
Under the ACA, an ALE may incur a penalty if it doesn’t offer minimum essential coverage to its full-time employees and their eligible dependents or if it offers such coverage, but that coverage isn’t affordable and/or fails to provide minimum value. The penalty is typically triggered when at least one full-time employee receives a premium tax credit for buying individual coverage through a Health Insurance Marketplace.
One of two penalty structures may apply, depending on the circumstances. First, under Section 4980H(a), a penalty may be assessed if an ALE fails to offer coverage to at least 95% of its full-time employees and their dependents. This penalty is calculated based on the total number of full-time employees, excluding the first 30. Second, under Section 4980H(b), a penalty may apply for each full-time employee who receives a premium tax credit for purchasing coverage through a Health Insurance Marketplace because the employer’s coverage is unaffordable or doesn’t provide minimum value.
Updated penalties for 2026
The adjusted penalty amounts (per the applicable number of full-time employees used to calculate the specific penalty) for failures occurring in the 2026 calendar year are:
- $3,340 (up from $2,900 in 2025) under Sec. 4980H(a), for ALEs not offering health coverage, and
- $5,010 (up from $4,350 in 2025) under Sec. 4980H(b), for ALEs offering coverage but that have employees who qualify for premium tax credits or cost-sharing reductions.
The IRS uses Letter 226-J to inform ALEs of their potential liability for an employer shared responsibility penalty. A response form — Form 14764, “ESRP Response” — is included with Letter 226-J so that an ALE can inform the IRS whether it agrees with the proposed penalty. A response is generally due within 30 days. Be on the lookout for this letter so that you’re prepared to promptly review and respond if the IRS contacts you.
Considerations for growing businesses
As your workforce expands, it’s important to address the following questions:
- How close is your company to the 50-full-time-employee threshold?
- Are you properly identifying who’s a full-time employee under the ACA and calculating your number of FTEs based on part-timers’ hours?
- If your company becomes an ALE, how will it structure health coverage to satisfy affordability and minimum value requirements?
- Are your payroll and human resource systems prepared to support ACA reporting requirements, including Forms 1094-C and 1095-C?
Addressing these issues early can help ensure that expansion plans don’t come with unexpected ACA penalties.
For more information
Careful compliance with the ACA remains critical for companies that qualify as ALEs. Growing small businesses should be particularly wary as they become midsize ones. Contact us with questions about your obligations and ways to better manage the costs of health care benefits.
April 30, 2026by admin
Companies that engage in research and development activities may qualify for a federal tax credit for some of those expenses. The credit is complicated to calculate, and not all research activities are eligible — but the tax savings can be significant. Here are answers to questions you might have about this potentially lucrative tax break.
What’s it worth?
The federal research credit — sometimes referred to as the research and development (R&D) credit — is for increasing research activities. Generally, it’s equal to 20% of the amount by which qualified research expenditures (QREs) in a tax year exceed a base amount derived from your company’s historical research expenditures. (There are alternative computation methods for start-ups and other companies without sufficient historical data.) QREs include wages, supplies, and certain consulting and contract research fees related to qualified research activities.
The credit is nonrefundable — that is, it can’t be used to generate a loss — but unused credits may be carried back one year or forward up to 20 years. Limits on general business credits also prevent companies from using tax credits to erase their tax liability entirely.
In addition, start-ups may elect to offset research credits against up to $500,000 in employer-paid payroll taxes. For this purpose, “start-ups” are generally businesses in operation for less than five years with less than $5 million in gross receipts.
And sole proprietors and owners of small pass-through entities (including S corporations, partnerships and most limited liability companies) can use the credit to reduce their alternative minimum tax liability. For this purpose, “small” businesses are generally those with average gross receipts of no more than $50 million for the three preceding tax years.
What costs qualify?
The research credit isn’t just for scientific research. Generally, to qualify for the credit, a research activity must:
- Relate to the development or improvement of a “business component,” such as a product, process, technique or software program,
- Strive to eliminate uncertainty over how (and whether) the business component can be developed or improved,
- Involve a “process of experimentation,” using techniques such as modeling, simulation or systematic trial and error, and
- Be technological in nature — that is, it must rely on “hard science,” such as engineering, computer science, physics, chemistry or biology.
To claim the credit, you must bear the financial risk associated with the research and enjoy substantial rights to the results. Otherwise, it will be considered “funded research,” which is ineligible for the credit.
These criteria are broad enough to encompass a wide range of business activities. Examples include developing new products, improving processes (including business or financial processes that involve computer technology) and developing software for internal use.
Finally, only domestic research costs qualify for the federal research credit. Foreign research expenses are excluded and must instead be capitalized and amortized over 15 years.
Can businesses claim the research credit for deductible R&E costs?
Research-related expenses may qualify for two tax breaks. The first is the research credit; the second is the deduction for research and experimental (R&E) costs. Businesses can immediately deduct domestic R&E expenditures paid or incurred in tax years beginning after December 31, 2024. However, you can’t claim both breaks for the same expenses.
In general, the expenses that qualify for the research credit are narrower than those that qualify for the R&E deduction. If you claim the research credit, you must reduce the amount otherwise deductible (or capitalized) for R&E expenditures by the amount of the credit. However, under the One Big Beautiful Bill Act, the amount deducted or charged to a capital account for R&E costs is reduced by the full amount of the research credit, as opposed to being subject to a more complex calculation in effect under prior law.
Next steps
Many businesses overlook the federal research credit because of its complexity. But the tax savings can be substantial — and many states offer research tax incentives in addition to those available at the federal level. If your business invests in developing or improving products, processes or software, we can help you assess eligibility, quantify potential benefits and ensure your research-related tax breaks are properly supported. Contact us for more information.
April 30, 2026by admin
If you operate your business as a C corporation, how you put money into your company — and how you take it back out — can have a major impact on your tax bill. Payments from shareholders to fund the business can either be classified as capital contributions (equity) or shareholder loans (debt). That might sound like an accounting technicality, but it has real tax consequences because our federal income tax system treats corporate debt more favorably than corporate equity. Put simply, equity can lead to double taxation; loans can help you avoid it.
Why it matters
Companies occasionally need capital infusions. Start-ups need cash to help get the business up and running. And established businesses may need additional funds to pursue growth opportunities or cover short-term cash flow gaps. If your business needs money, you could seek financing from a third-party lender. But for closely held businesses, shareholders are often a more convenient (and affordable) source of financing.
Some closely held C corporations are funded exclusively with equity, but many are intentionally structured with a mix of equity and shareholder loans. Lending money to your corporation can be a tax-smart move over the long run.
That’s because when you later get your money back out of the corporation in the form of loan repayments, the repayments of loan principal will generally be tax-free. Interest payments on a shareholder loan are taxable to you as ordinary income, but the corporation gets an offsetting deduction. In essence, shareholder loans provide a built-in, tax-advantaged mechanism for C corporation owners to get cash out of the business.
In contrast, making a capital contribution (a stock investment) can be costly from a tax perspective. When you later, as an equity investor, want to take cash out of the corporation, the withdrawals may be treated as nondeductible dividends to the extent of the corporation’s earnings and profits. This results in double taxation.
In other words, the corporation already paid income taxes on the profits (at a flat 21% rate), and you as a shareholder must pay individual-level taxes on the dividends. The maximum federal rate on qualified dividends is 20%, but most taxpayers pay 15%. Individuals may also owe the 3.8% net investment income tax (NIIT) on dividends.
How it works
Suppose your C corporation needs a $5 million capital infusion. As the sole shareholder, you ante up with a $2 million capital contribution and a $3 million loan. You execute a formal, written note that specifies the loan terms, including the interest rate, maturity date, any collateral pledged to secure the loan and a repayment schedule.
If the interest rate on your loan to the company equals or exceeds the applicable federal rate (AFR), you’ll avoid federal income tax complications and possible adverse tax results. AFRs can change monthly. In April 2026, the monthly AFR for mid-term loans with terms of three to nine years is only 3.75%. This is significantly lower than the rate you’d get from a third-party lender.
This capital structure allows you to recover $3 million of your investment in the company as tax-free repayments of loan principal. The interest payments give you additional cash from the corporation without double taxation, because your company can deduct the interest.
If you instead supply the full $5 million as a capital contribution and later want to withdraw money, all or part of the withdrawal could be treated as a double-taxed dividend.
For instance, say you withdraw $3 million after a few years, and the entire amount is treated as a taxable dividend. Assuming you’d be subject to the maximum 20% federal income tax rate and the 3.8% NIIT, you’d owe Uncle Sam $714,000 on the withdrawal ($3 million × 23.8%). You could have avoided incurring that tax liability by making a $2 million capital contribution and a $3 million loan to the corporation.
Bottom line
Structuring part of a needed capital infusion as a loan — rather than all equity — can minimize double taxation, giving you a more tax-efficient way to access cash in the future. But this arrangement only works if it’s properly documented and respected as bona fide debt. This includes 1) drafting a written promissory note with a stated interest rate and stated repayment dates, and 2) making timely principal and interest payments. The IRS may reclassify shareholder loans as equity if they’re not properly structured, thereby eliminating the intended tax benefits. If you’d like to take advantage of this strategy, we can explain your options and help you structure the loan to reduce the chance of IRS reclassification.