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State and Local Tax

Overview

Crowell & Moring provides state and local tax (SALT) advice and representation to large corporations and emerging businesses across the nation. Our lawyers assist with planning and transactional matters, day-to-day consulting, sales & use tax matters, tax credits and incentives, audit defense, administrative and judicial appeals, refund claims, and settlement negotiations among other issues. Our state tax clients include companies across the industry spectrum, including retailers and manufacturers, providers of digital goods, service providers, and financial service institutions. We are particularly well-known for our work with business aviation providers.

We regularly advise clients on SALT issues arising from M&A transactions and bankruptcies, as well as on the SALT implications of new legislation, administrative policies and regulations, and judicial developments. Our experience in state tax planning and litigation enables us to alert our clients to best practices and to help them improve their state tax efficiency. When necessary, we represent clients throughout the U.S. court systems.  Our representative experience includes representing various companies incorporated outside of the U.S. on sales and income tax issues regarding presence in United States to sell to U.S. buyers or as part of global supply chain activities.

Insights

Client Alert | 7 min read | 11.07.22

Choice of Entity for the Startup Business

While forming a new entity is generally quite easy, corporate structure and tax considerations play a fundamental role in a startup’s ability to raise capital. Prospective investors have expectations for how a “venture backable” business (i.e., a business with the potential to generate significant returns with a potentially high valuation) is to be organized under state law and classified for income tax purposes. However, the fundamental question for founders is: what actually makes the most sense for the business? Here we briefly discuss four structures for forming a new business and their tax classifications: (1) a state law corporation classified as a C corporation; (2) a state law corporation classified as an S corporation; (3) a limited liability company (“LLC”) classified as either a C corporation or an S corporation; and (4) an LLC classified as a sole proprietorship or partnership. ...

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Insights

Client Alert | 7 min read | 11.07.22

Choice of Entity for the Startup Business

While forming a new entity is generally quite easy, corporate structure and tax considerations play a fundamental role in a startup’s ability to raise capital. Prospective investors have expectations for how a “venture backable” business (i.e., a business with the potential to generate significant returns with a potentially high valuation) is to be organized under state law and classified for income tax purposes. However, the fundamental question for founders is: what actually makes the most sense for the business? Here we briefly discuss four structures for forming a new business and their tax classifications: (1) a state law corporation classified as a C corporation; (2) a state law corporation classified as an S corporation; (3) a limited liability company (“LLC”) classified as either a C corporation or an S corporation; and (4) an LLC classified as a sole proprietorship or partnership. ...