A Guide to Tax Returns for Seed Stage Startups

It’s tax season for seed stage startup founders, there’s a lot to know. At Kruze Consulting, our tax experts work with early stage companies through all stages of the tax process. Included in this startup tax planning guide are answers to the most commonly asked questions we get from founders - and for any additional questions, feel free to contact us here.

First off, does my seed stage startup need to file a tax return?

Absolutely. All seed stage startups, as well as any business that has received an EIN letter from the U.S. government, must file a tax return. Even if your letter arrived in December of 2022, you will still need to file a return for the year. If you have any business activity whatsoever, the IRS expects you to file, no matter how early the stage of your business. 

Do unprofitable startups need to file a tax return? 

Yes! Even if you lost money in 2022 or had $0 in profits, your startup should still file both federal and state returns for two reasons: 1) you’re required by the government to file; and 2) you will have the opportunity to benefit from your 2021 losses down the line. The current tax code allows businesses to use past losses to offset future taxes. So if you become profitable in the future, you can use your 2021 losses to offset some future tax liabilities in profitable years. 

When are tax returns due for VC and seed backed startups?

Startup tax returns are due April 18, 2023. But you can file an extension with the IRS until October 16h. (Note that many partnerships, LLCs and S-Corps tax returns are due March 15th - but at Kruze, we work with Delaware C Corps, which is the typical structure of Silicon Valley style startups.)

We have an entire section of our website dedicated to startup tax deadlines, so you can know when your federal, state and local tax returns are due and when various other filings are required by date. Here are some of the most important dates:

• JAN 31: Send 1099’s to Contractors. Send W2’s to Employees. 1099-NEC for nonemployee compensation must also be e-filed to IRS on this date.
• JAN 31: File Form 8809 for a 30-day extension to file W2’s and 1099-NEC for nonemployee compensation.
• JAN 31: Send 1095-B and 1095-C forms to Employees.
• APR 18: C Corp Form 1120 Income Tax Return due. Can extend to OCT 16.

My company is still early stage. Will this year’s tax returns ever be important for my business in the future? 

Once again, yes! If an acquiring company shows up in the future, one of the first questions you’ll be asked is, “Can you provide all of the company’s past tax returns?” Due diligence will require a potential acquiring company to make sure you are compliant with all laws, including filing correct returns. Plus the content of your returns will provide key details into your startup. Not having all the necessary tax returns, or not having them done correctly could put a crimp in the acquisition process, and perhaps even halt it entirely. An acquirer’s due diligence red flag goes up when a startup’s financials don’t match its tax returns. The good news? This scenario can be entirely avoided by filing on-time correctly-prepared returns.

If I raise a Series B or C round down the line, will investors want to see tax returns from my company’s seed stage?

Almost definitely. It’s common practice for sophisticated, later-stage venture investors to ask for all past returns so they can make sure that your company has been legally compliant and operating properly. Your returns also provide a key window into the financials of your startup. Anyone writing you a venture capital check will want to see your returns to ensure that your company is a great bet, and to make sure that the money they are investing in your business won’t have to be wasted on paying fines and penalties.

What’s new this year? What tax code changes do I need to know about?

One of the biggest tax changes from 2022 is the increase in the R&D Tax Credit from $250,000 to $500,000. While that is a dramatic increase, seed stage startups will probably not have enough qualified R&D expenses to get the full half-million in tax credits from the IRS. We analyzed over 626 startup tax returns, and found that only 2.5% of early-stage startups will be able to take advantage of the increased credit. Seed stage startups typically aren’t making the large R&D expenditures that later-stage startups do. However, seed stage startups can still take advantage of the tax credit from the IRS to reduce their burn rates, even if they can’t qualify for the full amount. The R&D tax credit offsets payroll taxes, so even unprofitable startups can still reduce their tax burden. To see how much your startup can save, visit out R&D Tax Credit Calculator.

A big change to businesses taxes for 2021 and 2022 is how the IRS is treating business meal deductibility. Whereas business meals used to be only 50% deductible, the Consolidated Appropriations Act of 2020 (CAA) increased the deduction for many business meals to 100% for 2021 and 2022. Read more about business meal deductions.

Other than those items, the laws have remained the same since the Tax Cuts and Jobs Act of 2017, which lowered the corporate tax rate to a 21% flat tax. For early-stage startups, this tax cut remains good news: assuming you intend to be profitable soon, as your profits increase, your startup’s tax rate will stay at 21%. The IRS publishes materials about what’s new each year for businesses, and we’re happy to answer any questions about current tax updates. 

Startup tax planning guide - what are the steps to get a startup tax return done?

Tax planning for an unprofitable, VC-backed startup can be a challenging process, especially given the complexity of the tax laws, tax credits and regulations set by the IRS. It is crucial for the company to work with a CPA firm to ensure their tax returns are filed correctly, as VCs and large tech company acquirers will conduct a thorough tax diligence during any potential acquisition. You don’t want a huge exit delayed because you have to refile tax returns with the IRS!

The first step is retaining all your important documents. Organization is key! Have your documents assembled and ready for your tax preparer to ensure that your return gets done quickly and efficiently. These include your EIN letter, your articles of incorporation, your Cap table and the Delaware letter showing the date that your startup was approved as a C corp. Also make sure your books are in order. We recommend using a good accounting system that compiles your business’ transactions, which will make it easy for your tax preparer to pull reports and complete your tax return. Quickbooks Online is a great option, allowing you to upload bank statements directly into the system. Xero and Wave are also great alternatives. Your tax preparer will need your P&L, end-of-year balance sheet and general ledger, as well as general information about your startup.

Startup Tax Planning Guide 101

1. Retain all relevant tax documents and records
2. Organize financial records and ensure proper bookkeeping
3. Utilize tax credits and deductions - such as the R&D tax credit, which we discuss in length
4. Determine the state nexus and where to file state tax returns
5. Plan for tax-efficient equity compensation for employees
6. Review and adjust tax strategy as the company grows

In conclusion, tax planning for an unprofitable, VC-backed startup requires careful consideration and planning. By retaining all relevant tax documents, organizing financial records, and utilizing tax credits and deductions, the company can ensure that it is meeting all tax regulations and maximizing its tax savings. It is also important to determine the state nexus for filing state tax returns and to work with a CPA firm to ensure the accuracy of the tax return.

Visit the Kruze Startup Taxes page on our website to complete a general info questionnaire, set up a call with our tax team and get your return completed!

Do I really need to hire someone to prepare and file a return for my early stage startup? Can I do it on my own?

With corporate tax returns, it’s a little like appearing in court: you could act as your own lawyer, but it’s really not recommended, for good reason. Professional tax preparers are credentialed and required to complete training on each aspect of the tax code and filing requirements. Our tax team maintains a deep understanding of the complex rules and regulations governing business taxes, including the deductions and credits that are unique to early stage startups. In doing it yourself, you may miss important steps such as filling a checkbox to get a payroll tax deduction, getting the R&D tax credit or making an election that would allow you to reap benefits in the future. Investing in getting your startup return done correctly can save you from losing time and money down the line. 

What forms do I need to file for a seed stage startup tax return?

The federal form that every C corp must file is the 1120, or U.S. Corporation Income Tax Return. You’ll also have state and local filings that are specific to your company’s location and situation - yet another reason to work with an experienced tax preparer! 

How much will it cost to have a professional prepare my startup tax return?

If you choose to work with Kruze, most seed stage startups can expect to pay $1,500 for a federal and one state return. If your startup needs to file additional state returns, each state will add to the cost.

If I decide not to my startup’s taxes, will I get in trouble?

Perhaps not right away, but the decision not to file a tax return when one is required will likely catch up to you. As your startup grows, the IRS and state agencies will require specific forms such as payroll filings. At that point, they may notice that your business had a filing requirement but no tax returns were filed that year. You’ll then be required to file those late returns and possibly pay a penalty. If 2022 was your startup’s first year, there’s a benefit to filing that first return: you’re electing to take a certain position indicating the year or basis on which your company begins. If you don’t file a return, you miss the opportunity to claim those benefits. Plus if your startup was unprofitable last year, those losses can be used to offset tax liability in the future, as we mentioned above.  

To sum up, the biggest risks for an unprofitable, seed stage company in failing to file are:

1. Penalties plus the time required to get it done once you decide to be in compliance;
2. Missing out on huge government incentives that can actually reduce your burn rate (read more below);
3. Slowing down a future fund raise: sophisticated, later-stage investors will ask for your tax returns and if you don’t have them, they’ll want to know how much it will cost to get in compliance (plus, missing a basic business filing doesn’t make your management team look particularly competent);
4. Delaying or preventing an exit: the types of public companies that acquire startups have expert due diligence teams, and it’s a substantial red flag to them if your financials don’t match your returns. 

What about state tax returns for early stage companies? What do I need to know?

Most of our startup clients are C-Corps filing in Delaware, so we’re happy to answer any questions about filing in that state. As for other states, each has its own guidelines. Our team can guide you through them all. The general rule is: if you have employees who are located in a state, if you’re doing business there, if you’re paying rent there, or if you’re generating revenue of $500,000 or more, you’ll want to file in that state.

What are the most common mistakes seed stage companies make when filing?

The biggest mistakes at this stage are not filing at all, filing incompletely, or not checking certain boxes and making certain elections to determine future benefits. Missing the payroll deduction is a big one: if you miss the necessary checkbox on the company’s annual return, your startup is no longer eligible to receive a payroll deduction unless an amendment is filed before the year-end. You can still get the R&D tax credit, but you will only be able to claim it against future tax liabilities. Keep in mind, this could be up to a $250,000 benefit that you miss, so by messing this up you might meaningfully increase your company’s burn rate. Learn more about the research and development tax credit here. We also see companies file Delaware state returns when it’s not necessary, or fail to file returns in a state when it IS necessary. For our founder clients, the biggest mistakes include not being prepared, starting the process late, and not having the company’s documents and books in order. 

What’s the best way to handle expenses for an early stage company?

The most important expense tip is ensuring that all qualified business expenses are logged into your accounting system, and that all personal expenses are kept separate. If you have specific questions about how to categorize expenses or whether a specific expense qualifies as a business expense, ask your tax preparer. The IRS stipulates that expenses must be “ordinary and necessary” in order to be claimed as legitimate and deducted on your return. If you or other shareholders have lent money to the business or spent personal money on behalf of the business, be sure to categorize these expenses correctly as well so that each shareholder can be paid back. When in doubt, reach out to your tax preparer at any point during the year (and especially at tax time). 

Does my startup need to create K-1s?

K-1’s are the tax documents that reflect gains or losses from entities like LLCs, S-Corps or partnerships. Those entities are pass-through entities, where the profits or losses go to the owners/investors. Most startups that raise seed capital are Delaware C-Corps. These types of startups do not need to provide K-1s to their investors. 

See more in this video:

How can I save money on taxes this year?

One of the most lucrative ways for seed stage startups to save on taxes is through the R&D tax credit, which allows certain businesses to deduct a portion of their qualified research expenses. The credit can be up to $250,000 for federal taxes and possibly even more for state, depending on the specifics. The IRS has specific requirements for identifying qualified research activities and for filing returns that elect to take the credit, so you’ll want to discuss this in detail with your tax preparer. Click here for a more detailed description of the R&D tax credit, and feel free to submit your questions to us here. Note that the Inflation Reduction Act of 2022 will double the maximum amount of credit to half a million dollars, but this will not be until the 2023 tax year.

Does the IRS really owe seed stage startups $50,000?

As a CPA firm focused on seed and early-stage startups, we want you to watch out for ridiculous claims that the IRS owes seed stage startups $50,000. There is a reason why the IRS has this listed on their “dirty dozen” tax scams list! - the US Treasury does not provide seed funding to startups! Click here to see if startups that spent money last year on R&D can get a valuable tax credit.

If you are an early-stage startup, seed, Series A, Series B, etc., that spent money last year - in the US -  on research and development efforts that meet specific criteria, you may be eligible for a federal tax credit that reduces your payroll taxes. This matters for startups because even unprofitable startups pay payroll taxes based on their employees’ salaries/compensation. Kruze’s clients saved, on average, between $50,000 and $60,000 from this credit, although it is worth up to $250,000 a year. And now that the Inflation Reduction Act will double this credit for the tax year 2023, it will become even more valuable. 

Same question that we see on Google a lot:

Is the IRS giving startups money?

As one of the leading CPAs that works with venture capital backed startups, we can confidently say that no, most startup will not be eligible for money from the IRS or US Treasury. However, the PATH Tax Act of 2015 does allow startups that conduct R&D activities in the United States to get R&D Tax Credits that will reduce the employer portion of Social Security taxes by up to $250,000 per year; about $50,000 a year on average per qualifying startup. You should work with an experienced CPA so you don’t accidently set yourself up for an audit! 

Work with a CPA to get the $50,000+ credit from the IRS

We strongly encourage founders to work with a CPA who understands startup taxation if they are going to claim the R&D tax credit. Again, Kruze’s clients average over $50,000 from this credit - but it’s not “free” money that the IRS “owes” you. Instead, it’s a tax credit to support particular R&D activities in the US and requires stringent documentation. It’s also one of, if not THE, leading reason early-stage starts are audited by the IRS. You need the support of a CPA, not some lightweight piece of software, to document, defend and make sure you actually get this credit. In fact, we know of multiple companies that tried to go with “automated” providers, only to have tax filing mistakes mean that they couldn’t actually get the credit! 

Update: we’ve also seen non-CPA providers claiming that the IRS owes startups $250,000 or even $1.25 million. Again, the IRS doesn’t provide seed funding to startups. Work with a legit CPA to see if your early stage, unprofitable company can actually - and legitimately - get payroll tax credits that reduce your company’s burn rate. And watch out for an even bigger number thanks to the Inflation Reduction Act of 2022 - the maximum credit amount will be $500,000 starting in the 2023 tax year. Our analysis of over 625 startup tax returns showed that less than 2.5% of startups would be elibible for over $250,000. 

Startup Taxes - the surprise ones you are already paying

Most early-stage companies don’t think they are actually paying any taxes to the IRS, since they are likely not profitable. However, all US based businesses with payroll pay social security taxes! Thankfully, you can likely reduce the amount of money you own the government by doing an R&D study - ask us to learn more. 

How much will it cost to fix a messed-up return, or handle the problem later if I don’t file now?

Filing an incorrect return at the seed stage can be costly in a number of ways. There are the time and money costs associated with revising and re-filing the return, plus the potential costs of missing an election or deduction, which can amount to a lot of money over time. As far as tax preparation fees, having a tax preparer amend a faulty return typically costs as much as having the preparer file a new return, if not more. Above all, be sure that you have your documents in order, your preparer ready and your research done. We’re here to help with each step!

As a seed stage company, what are my chances of being audited?

For early stage startups, your likelihood of getting audited by the IRS is very low - 1% or less for most seed stage companies. Still, it’s far better to have all your returns correctly filed, with all the paperwork and records kept on file. The last thing any seed stage founder needs is to be hit with an audit.

How to get your startup’s taxes done

We know this is complicated stuff, but we’re here to help. Send us your questions!

This article and the information contained on this site does not constitute tax advice or an accountant-client relationship. You should consult with your tax professional regarding your specific circumstances. Due to the complexity of tax law and changing legislation, the information contained on this site may not always be accurate.

Startup companies use a variety of accounting software to keep track of their books. But one thing that all startups have in common is the need to get their annual taxes done. That’s right, even unprofitable technology startups need to file taxes annually. How should a startup do their taxes? We recommend hiring an experienced tax CPA who knows how to work with startups, since unprofitable, venture capital funded businesses are a different breed than the average small business.

Learn about Kruze Consulting’s startup tax practice here.

The first step to getting your startup’s taxes done is to get the right files put together for your CPA. Let’s review the standard documents that you need to get your startup taxes done.

Which documents do you need to get your startup’s taxes done?

• IRS Employer Identification Number letter
• Basic Business Information
  • Business Address
  • Shareholder SSN/Address info
• Existing Tax Documents
  • Prior Year Tax Returns (Federal and States)
  • Local Tax Returns (if any)
• Financial Statements
  • Full year Balance Sheet
  • Full year Profit & Loss Statement (Income Statement)
  • Full year General Ledger
  • Capitalization Table

Advice for different accounting platforms.

Some of the information your CPA will need to complete the annual tax returns will be found in your accounting system. Below are the steps that you’ll need to take to get the information out of your accounting software and into your CPA’s hands so they can file your return.

How to Get Your Startup Taxes Done in QuickBooks

When you are looking to get your annual taxes done, and your accounting software is QuickBooks, you’ll need to export the following documents:

• Full year Balance Sheet
• Full year Profit & Loss Statement (Income Statement)
• Full year General Ledger

It’s important to note that if you are on are on a Calendar Year schedule, that you will need to export the QuickBook statements from January 1st through December 31st. If you are on a Fiscal Year schedule, you’ll need to export the statements from the 1st day of the Fiscal year, through the last.

Remember that you will need to go from January 1st to December 31st - capture the entire period.

QuickBooks is the accounting software that we typically recommend for our startup clients, for a variety of reasons - including how easy it is to download financial statements. To get the statements that you need for your startup’s annual taxes, in QuickBooks:

1. Click Reports>Standard>Profit & Loss
2. Click on Customize Report and change the date range to your Fiscal / Calendar year.
3. To export to Excel from QuickBooks, hover over the icon in the top right with the arrow pointing to the right and click>Export to Excel
4. Repeat the process for the Balance Sheet and General Ledger
5. Remember to put your company’s name on the Excel file, so that your CPA can correctly associate the documents with your company!

How to Get Your Startup Taxes Done in Xero

If your startup is using Xero, you’ll need to export your financials so that your CPA can prepare your tax return. Once again, you’ll want to get the following financials from your Xero system:

• Full year Balance Sheet
• Full year Profit & Loss Statement (Income Statement)
• Full year General Ledger

Here is how you get the financial statements out of Xero for your CPA to do your taxes:

1. Navigate to Accounting on the top banner in Xero
2. Select Reports
3. Select the NEW Income Statement Report (this is also known as a “profit and loss” report
4. Pick the date range - remember to get the entire year
5. Hit “Update”
6. Click “Export” at the bottom of the report, and export to Excel
7. Repeat the process for the Balance Sheet
8. To get the General Ledger in Xero (Here is the Xero how to on getting the GL)
9. In the Accounting menu click Report
10. Click General Ledger
11. Select a time period, then click “Update”
12. Click Export detailed General Ledger to Excel from Xero
13. Remember to put your business’s name on the Excel file, so that your CPA can correctly associate the documents with your company!

Xero is a good cloud account solution for small businesses and startups, and it makes it very easy to download the documents that you’ll need to get your taxes done.

How to Get Your Startup Taxes Done in Wave Accounting

While not as popular as other accounting softwares, a number of startups do use Wave’s accounting software. When you are using Wave and need to get your startup’s annual taxes done, here is how you get the information for your CPA out of Wave.

You’ll need to create the following files for your CPA out of Wave:

• Full year Balance Sheet
• Full year Profit & Loss Statement (Income Statement)
• Full year General Ledger

Export these documents from Wave by:

1. Click the “Reports” tab on the left
2. Select the Profit and Loss
3. Select the date range
4. Click Update
5. Click Excel to export the Profit and Loss out of Wave and into Microsoft Excel
6. Click the “Reports” tab again
7. Select the Balance Sheet
8. Select the date range
9. Click Update
10. Click Excel to export the Balance Sheet out of Wave and into Microsoft Excel
11. Repeat the process in the Reports tab to export your General Ledger
12. Remember to name the file with your company’s name so that your CPA can easily keep track of the files

How to Get Your Startup Taxes Done via inDinero

We do occasionally see startups using inDinero’s accounting software, so here is how to get your taxes done if inDinero is your startup’s accounting system.

Your CPA will need the following financial statements and files out of inDinero so they can do your startup’s taxes:

• Full year Balance Sheet
• Full year Profit & Loss Statement (Income Statement)
• Full year General Ledger

Export these statements out of inDinero by:

1. First, get the P&L by putting your mouse over “Reports” in the left navigation and choose “Profit & Loss”
2. Select the date range - remember to get the entire year for which you are doing your taxes
3. You may need to select “Update” to refresh the view
4. Export the Profit and Loss out of inDinero by clicking “Export” in the top right of the screen. Choose Excel to export from inDinero to Microsoft Excel
5. To get the Balance Sheet out of inDinero, hover over “Reports” in the left navigation, then select “Balance Sheet”
6. Select the date range
7. Click “Update”
8. To download the Balance Sheet out of inDinero, click on “Export,” which is in the top right corner near the gear icon, and select Excel
9. Next, to export the General Ledger out of inDinero, select “Tools” from the left navigation, then choose “General Ledger”
10. Make sure you have selected the entire time frame in the date range, and click “Update” if necessary
11. To download the General Ledger out of inDinero, click on “Export” in the top right, and select “Excel” to export the GL from inDinero to Microsoft Excel
12. Remember to name the file with your company’s name so that your CPA can easily keep track of the files

That’s how you get the files your CPA will need to complete your taxes out of inDinero!

How to Get Your Startup Taxes Done in Bench

While Bench (also known as Bench.co) is more of a small business focused accounting software, some startups do use it and will need to know how to get their taxes done. So, here is how you get your taxes done using Bench if you are a funded company.

You’ll need to create the following files for your CPA using Bench’s accounting software:

• Full year Balance Sheet
• Full year Profit & Loss Statement (Bench calls this the Income Statement)
• Full year General Ledger

Download the files out of Bench by following these steps:

1. Click on “Report” on the left side of the screen after you log into Bench
2. Choose “Income Statement” on the top of the screen
3. Select the date range - make sure you’ve got the entire period
4. To export the Income Statement out of Bench, choose “Download,” which is in the top right of the screen, and select Excel
5. To download the Balance Sheet out of Bench, click on “Report” on the left side of the screen
6. Click “Balance Sheet” on the top of the screen
7. Select the date range
8. To export the Balance Sheet out of Bench, choose “Download,” which is in the top right of the screen, and select Excel
9. Repeat the process for the Balance Sheet
10. To access the General Ledger in Bench, click on General Ledger
11. Select the date range
12. Then choose “Download” in the top right to export to Excel

That is how you can get the data you need to do your startup’s annual taxes when you are using QuickBooks, Xero, Wave, inDinero and Bench!

Kruze Consulting provides low-cost tax returns, and only works with venture capital and seed funded corporations. If you are a funded startup, reach out to Kruze to see if a low-cost tax return is a good idea for your company!

Disclaimer: The information on this page intended as general guidance for startups and it doesn’t substitute the need to work with a professional. It’s also a high-level overview and is in no way complete. Your company is unique, so consult a CPA.