Startup Tax Experts

Any business or startup that is doing business in California will get hit with the California Franchise Tax. So if you have employees, an office in California, or revenue in California, then you likely own this fee.

When is the California Franchise Tax due? April 15th. And don’t expect any helpful postcards or notifications from the state of California!

How much do is the California Franchise Tax for startups? If you are an early stage company operating at a loss, then it’s likely that the California Franchise Tax will only be about $800. There are a few variables that could make this a little higher, but for most startups (unprofitable companies, that is), you’ll pay $800. If you are profitable, make sure you do work with your CPA to calculate this fee correctly.

All Delaware incorporated companies have to pay an annual Delaware Franchise Tax - including startups. This expense has nothing to do with profitability, or even revenue - you have to file if you are incorporated in DE.

When is the Delaware Franchise Tax due? March 1st.

How much is Delaware’s Franchise Tax for startups? If you haven’t raised that much money, maybe half a million in seed financing, then you are likely to owe not more than $1,000. If you’ve raised $10 million in venture capital, then you likely own about $4,000. We help our early stage clients calculate their Delaware Franchise Tax, so if your CPA isn’t helping your startup with this then you should consider getting a CPA who is used to working with funded companies.

How much should a startup expect to pay for a tax return?

After analyzing thousands of startup tax returns across many industries, Kruze Consulting developed a calculator to estimate startup tax return costs. You can find it on our website, and we invite you to visit the site and try it out.

As a benchmark, a straightforward Series A tech company can expect to spend around $2,000 for their annual return. However, your cost may vary. Startup tax return costs are generally based on four factors, which we cover below.

First, are you a seed, Series A, or Series B company? Your stage of fundraising has a direct impact on the return cost.

Second, what industry are you in? A marketplace, a SaaS, and a Fin-tech company can expect different tax return costs. For example, a Fin-tech or marketplace can be more expensive than just say a plain vanilla SaaS or tech company.

Third, where do you have payroll? Rent? Sales? The answers to these questions will determine where you have “nexus,” and the concept of a nexus is important because it determines which state or states you will need to file a tax return in. The more states, the more costly.

Last, what is your volume and complexity? Do you have a lot of transactions or just a few? Are you complex with several international components or do you have a parent or subsidiary companies? The answers to these questions determine the workload required, and the price will go up a bit as volume and complexity increase.

1099s are an IRS form due each year by January 31st.

Who your startup needs to give this tax form to depends on how much you’ve paid your cash-basis contractors during the previous year, and what type of contractor they are. Specifically, anyone who is not a corporation and was paid over $600 in aggregate will need to get a 1099.

So LLCs and sole proprietors (often contractors like marketing contractors, some lawyers, and landlords), paid over $600 during the previous year, will require a 1099. If you are unsure what type of contractor you have been working with, have your startups send them a W-9 to complete.

Remember, 1099s are due by January 31st, and your startup must provide one to any non-corporation you paid over $600 in the previous year.

Most folks only think about the annual Form 1120 Tax return, but there’s actually a ton of taxes and tax deadlines for Delaware C-Corps.

And Yes, even bootstrapped pre-revenue startups must pay taxes. You might not be subject to Income Taxes (which are based on profitability) but you will still be subject to a wide variety of other taxes which aren’t always connected to Revenue.

One tax requirement that’s complicated and hard to understand is for US citizens and residents who have ownership in a foriegn corporation. These people are required to file IRS Form 5471, Information Return of US Persons with Respect to Certain Foreign Corporations.

More and more businesses are operating on a global level, even small businesses and startups. In recognition of that fact, the IRS requires US businesses that have foreign ownership, or foreign businesses that do a significant amount of business in the US to file Form 5472. The form discloses information about reportable transactions, and is submitted along with IRS Form 1120, your annual tax return. Form 5472 differs from Form 5471, which is used for US citizens that have ownership in foreign corporations.

Form 6765 is an IRS Form, under IRS tax code U.S. Code § 280C, that is the “Credit for Increasing Research Activities” - and informally known as the R&D Tax Credit Form.  This tax form can help startups save up to $250,000 on their payroll taxes; that amount doubles to up to $500,000 per year starting in the tax year 2023 thanks to the Inflation Reduction Act. The Research and Development tax credit basically rewards companies for conducting research and development activities within the United States. 

The Foreign Account Tax Compliance Act (FATCA) places significant tax filing requirements on startups with foreign assets, employees, and contractors, and that’s the reason for Form W-8. FATCA is an extremely complex piece of legislation that was designed to fight tax evasion by Americans with financial assets held outside the U.S. Enacted in 2010, FATCA requires all U.S. taxpayers, even those living abroad, to report foreign assets to the IRS if they exceed specific thresholds. In addition, foreign financial institutions (FFI) and non-financial foreign entities (NFFE) are required to report the assets of any American clients, or they’ll face a 30% withholding penalty on some payments from the U.S.

In December and January of each year, startups often start to wonder what they should be doing with all of those employees and contractors to which they’ve given incentive stock options and non-qualified stock options (“ISO” and “NQSO”). There is a very important deadline for companies that have granted ISO’s or NQSO’s. The ISO and NQSO forms are due by January 31. Businesses only have a short window after the end of the previous year to make sure that you have the form for your employees and your contractors who have received this type of stock incentive.

Then, you need to know the difference between the two types of stock options—incentive stock options and non-qualified stock options.

Incentive stock options (ISO’s): Your startup can only give ISO’s to employees! And if you have, you’ll need to fill out Form 3921. Your CPA can complete the form for you, or if you have a special subscription on Carta or Capshare, they can assist as well.

Non-qualified stock options (NQSO’s): NQSO’s can be given to either employees or contractors. For employees, you will want to adjust box 12 on their W-2 Form, and provide it to them by January 31st. You’ll. need to work with your payroll provider, perhaps Gusto or TriNet, to make sure the W-2 adjustment is done. For contractors, you’ll need to file Form 1099 Miscellaneous.

That is tax reporting for ISO’s and NQSO’s! Again, for ISO’s must have a Form 3921 filed, and for NQSO’s you want to adjust employee’s W-2 for and file Form 1099 Miscellaneous for contractors.

You will need the following documents in order for our accounting team to complete your return:

• EIN Letter from the IRS (this is the Employer Identification Number letter that the IRS created for you when you requested an EIN for your company.)

• Vital Business Statistics

  • Business Address
  • Shareholder SSN/Address info

• Prior Year Tax Returns (Federal and States)

• Local Tax Returns (if any)

• Financials

  • Full year Balance Sheet
  • Profit & Loss Statement
  • General Ledger

• Capitalization Table

Our web application makes it easy for you to share these files with us; simply login and upload the documents as you go through our tax software onboarding flow.

New tax laws now allow pre-revenue startups and unprofitable startups to save money on payroll taxes with R&D tax credits. That means you can cut your startup’s burn with an R&D tax credit study!

How do you get these tax credits and cut your burn? We recommend that you do an R&D tax credit study with Kruze. We are a specialized CPA that only works with funded startups. Our clients are collectively saving almost $5 millions this year in payroll taxes - that’s a lot of burns saved.

We recommend a full study to determine the actual amount that your startup will save, but here is the rough math that you can do to estimate your potential savings. Multiply your qualified R&D costs by 10%. The maximum savings possible per year is $250,000 - so if you have $2.5 million in qualifying R&D expenses you can save up to a quarter of a million dollars in payroll taxes. Note that the Inflation Reduction Act of 2022 increased the maximum amount to $500,000 starting in the tax year 2023.

Since most startups are Delaware C-Corps, the answer is NO, the company does not provide K-1s to the investors. More detail:

K-1’s are the tax documents that reflect gains or losses from entities like LLCs, S-Corps, or partnerships. Those entities are nicknamed “pass-through entities” because they pass the gain or loss onto their investors and owners. So if you’re an investor in a local coffee shop, that’s probably structured as an LLC and they made some money this year or last year, you will get a K-1 because of the LLC corporate structure. And it’s a pass-through entity and you will have to report the earnings from the K-1 on your tax returns.

Now, the good news is most startups are Delaware C-Corps. They are incorporated in Delaware and they do business in California, New York, Texas, Massachusetts, etc. But they’re usually incorporated in Delaware because like Business Case Law is really well known in Delaware and Delaware C-Corps hold the gain or loss at the corporation level. They do not pass on that gain annually to their investors. Now you do experience again in a Delaware C-Corp when you have a realization, meaning the company was sold so the shares were sold or maybe you do a secondary transaction sell some of your shares to another investor, or you get a dividend or if the company goes out of business you get a tax write-off for that.

So that’s when these kinda things come into play for the owners or investors of a Delaware C-Corp but you are not gonna give those investors in a Delaware C-Corp a K-1 because again, the gain or loss is held at the entity level.

First, a W9 is a taxpayer information form that is on the IRS website. Technically, you should send this to all of your vendors. However, not all may need a W9. You really just need to worry about the vendors that are independent contractors, sole member LLCs, partnerships, etc. You don’t have to worry about S corps or C corps.

So when is the best time of the year to send out the W9 so that you can determine whether the vendor gets a 1099 or not?

I recommend sending the W9 out at two times:

Right when you start working with the vendor and you are about to pay them.

• Vendors are more responsive if their check is being held up for tax compliance.
• A good practice is to bundle it with any contract you sign, especially with an Independent Contractor who you are almost positive needs a 1099. Often vendors are not responsive, or you want to batch W9’s for efficiency. There is a tradeoff between stopping what you are doing every time you start working with a new vendor to send a W9.

January 1-10

• This is a good practice to send out W9’s to those for whom you do not have an up-to-date W9.
• This allows you to batch the process and achieve some operational scale.

Qualified Small Business Stock, or QSBS, is a tax benefit that can have substantial advantages to startup investors. Investors in companies that qualify can save up to $10M a year, or 10x their investment, in capital gains.

Basic QSBS requirements are:

• The company needs to be a Delaware C-corp company.
• It must have less than $50 million in net assets on a tax basis.
• The business must be in a hard science or innovation space.
• The stockholder must own the stock for at least 5 years.

There are some other nuances, so you need to consult with a qualified tax CPA for both the company and for the individual taxpayer.

The ERC for Recovery Startups is a tax credit for companies founded after February 15, 2021 that can reduce payroll taxes by up to $100,000. This tax credit is a great tax incentive that startups should be using if they were recently founded. It was authorized under the American Rescue Plan Act of 2021, and is designed to help companies that were founded during the COVID crisis. If your startup tax accountant isn’t talking with you about this incentive, reach out to us ASAP!!

The process for distributing dividends to private company shareholders is fairly simple - if you understand the tax documentation process for dividends. When it comes to the correct process for the IRS, big points to remember include not forgetting to send 1099-DIVs to shareholders, and making sure you fill out the correct box on the form. Watch our video or read our in depth article on tax documentation for dividends.

Payroll taxes are imposed on employee wages and salaries, and is usually a percentage withheld by employers from employee pay or in some instances is paid solely by the employer. The tax is paid to the government on the employee’s behalf and is deducted from employees’ wages and salaries. Employers are responsible for deducting the correct amount of taxes from their employees’ paychecks, paying their own share of the taxes, and filing returns and depositing those funds with the appropriate government agencies on time.

Section 382 is a part of the IRS tax code that limits corporations’ use of any net operating loss (NOL) to offset profits. Many startups have significant expenses before they become profitable, and as a result, can accumulate net operating losses and tax credit carryovers. Typically, when the startup starts generating profits, NOLs can be used to offset up to 80% of the company’s income, with some limitations, like Section 382. Section 382 was enacted to prevent corporations with taxable income from purchasing companies with large NOL carryovers and using the acquired NOLs to offset income. The calculation to determine if Section 382 applies to a situation is complicated, with several steps, and companies that are evaluating NOLs should consult tax professionals.

Tax credits are a dollar-for-dollar reduction in a tax, and a business can deduct the credit directly from taxes owed when certain conditions are satisfied. Refundable credits provides rebates of up to 100 percent of any amount that exceeds the tax liability, while nonrefundable credits only count against tax liability and do no offer refunds.Tax credits are offered by both federal and state governments, and state tax credits vary between states.

Tax deductions (often referred to as “tax write-offs”) reduce the adjusted gross income of a taxpayer, and can reduce the tax liability of a business or person. In general, the “ordinary and necessary” expenses required to run a business are tax-deductible, including things like rent, equipment and supplies, salaries, and other expenses. It’s important to keep records for any business-related expenses paid throughout the year, and to categorize those expenses into groups that match the IRS tax forms. A professional accounting firm can help your company set up an effective system to make sure you don’t miss any qualifying deductions.

Taxable income is a taxpayer’s gross revenue minus any claimed tax deductions. A company is taxed on any profit made after all qualified deductions have been subtracted from gross revenues. A company’s gross revenue included income received from sales after any returns and discounts are subtracted, along with other income like investment returns, interest earned from bank accounts, and any profits from the sale of assets.

There are many reasons why a startup should do its taxes on time, including tax compliance, which is crucial for VC funding. But the single best reason to do your startup’s taxes on time is to take advantage of the R&D Tax Credit. The R&D Tax Credit is a federal tax benefit that provides startups that develop, design, or improve products, processes, or software. Startups that are eligible for the R&D Tax Credit can take a dollar-for-dollar tax credit, which can be used to offset payroll taxes. So the earlier in the year you do your taxes and claim the credit, the faster you can start claiming the credit.

Startups that are developing significant intellectual property (IP) overseas need to be aware of GILTI. Global intangible low-taxed income (GILTI) is income that’s earned overseas by US-controlled foreign corporations (CFCs), and the GILTI tax is a type of alternative minimum tax for foreign income earned by those CFCs. CFCs are defined as foreign corporations with US shareholders who own more than 50% of the foreign entity. 

Reporting foreign income isn’t new – startups with international operations or ownership are required to file Forms 5471 or 5472. GILTI is related to Form 5471, which is filed by officers, directors, or shareholders of some foreign corporations to report US ownership and the foreign corporation’s activities. 

What is GILTI?

The GILTI tax is intended to discourage startups and other companies from moving intangible assets, like copyrights, trademarks, and patents, and the profits earned from those assets, to other countries with lower tax rates than the US. While the TCJA cut the corporate tax rate to 21%, that’s still higher than a lot of other countries. Moving an intangible asset like a profitable patent to a low-tax country could help a company significantly reduce their taxes.

But don’t be fooled by the word “intangible” in GILTI. The actual calculation uses the CFC’s total income, so the tax isn’t specific to income from intangible assets. GILTI is defined as net foreign income after deducting 10% of the value of any foreign assets. As part of the Tax Cuts and Jobs Act (TCJA) of 2017, GILTI is taxed at minimum rates of 10.5% through 2025 and 13.125% thereafter.