Startup Law

 

Entity Selection: Choosing the right business entity is crucial for your company's success and can have significant legal and tax implications.

 

Operating Agreement: A contract between the members of an LLC that outlines the operation of the business entity and prevents disputes among members.

 

Qualified Small Business Stock (QSBS) Recent updates under the Big Beautiful Bill:

 

  • Higher asset threshold: C-corporations can now have up to $75 million in gross assets at issuance.
  • Increased exclusion cap: Maximum federal gain exclusion is $15 million per issuer, up from $10 million.
  • Tiered holding periods: Partial exclusions now start after 3 years (50%) and 4 years (75%), with 5+ years qualifying for 100% exclusion.

International Taxation

 

Foreign Earned Income Exclusion (FEIE)U.S. Citizens and Resident Aliens working or living abroad may exclude up to $130,000 of foreign-earned income from U.S. federal income taxes. 

 

U.S Tax BracketsU.S. tax brackets are progressive, meaning the tax rate increases as income increases. For 2025, there are seven federal income tax brackets: 10%, 12%, 22%, 24%, 32%, 35%, and 37%. 

 

QSBS: For founders, early employees, and investors the QSBS exemption is more than a tax break—it’s a wealth-preservation strategy that can influence fundraising, recruitment, and a successful exit.

 

Key updates for stock issued after July 4, 2025:

  • Higher asset threshold: C-corporations can now have up to $75 million in gross assets at issuance.
  • Increased exclusion cap: Maximum federal gain exclusion is $15 million per issuer, up from $10 million.
  • Tiered holding periods: Partial exclusions now start after 3 years (50%) and 4 years (75%), with 5+ years qualifying for 100% exclusion. 

 

 

 

 

 

 

 

 

 

Compliance

 

FinCEN's Real Estate Reporting Rule: Starting March 1, 2026, real estate professionals, title companies, attorneys, or closing agents will need to report all-cash purchases of U.S. residential real estate made by legal entities or trusts to FinCEN to help prevent money laundering.

 

This rule requires disclosure of the buyer’s beneficial owners, property details, and payment method for these transactions.

 

Non-compliance with FinCEN's new rule has civil penalties of $1394 per negligent violations and criminal penalties of up to $250,000 for willful violations.

 

Real estate professionals should have measures in place to comply with this new reporting requirement by March 1, 2026.