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Blackwing

The tax decisions you can only get right early.

A few early choices, such as entity type, 83(b) elections and QSBS eligibility, can be worth more to founders than the next round. We get them right at formation and protect them through every financing and the exit.

Tax services

Each one is a flat fee, quoted before we start. Hover a service to see what's included.

5 services

  1. Formation & Choice of EntityTax advice on C corp, LLC or S corp, and the elections that go with your choice.Written comparison of C corp, LLC and S corp treatment for your plansRecommendation on state of formation and where you will owe taxPreparation or review of entity classification and S corp elections where relevant
  2. Section 1202 / QSBS PlanningSection 1202 planning so founders and investors can document and protect QSBS status.QSBS eligibility review covering C corp status, original issuance and active business requirementsAggregate gross-asset test analysis at each stock issuanceReview of redemptions and other events that can disqualify stock
  3. Equity & Executive CompensationTax review of options, 83(b) elections, 409A and executive packages.Tax review of option, RSU and restricted stock structures83(b) election preparation and filing instructionsSection 409A review of grants, bonuses and severance terms
  4. Tax for FinancingsTax input on SAFEs, priced rounds, notes and venture debt before you sign.Tax review of SAFE, convertible note or priced round documentsQSBS impact analysis, including gross-asset test timing around the closingReview of investor tax requests in side letters and term sheets
  5. Restructurings & ExitsTax structuring for reorganizations, recaps, M&A and liquidity events.Tax structuring memo for the reorganization, recap or saleComparison of asset, stock and merger structures and their effects on sellersQSBS and Section 1045 rollover review for founder shares

Who we work with

  1. 01

    Founders choosing an entity or converting an LLC

  2. 02

    Founders and early employees who want to protect QSBS

  3. 03

    Companies designing equity and executive compensation

  4. 04

    Teams planning a reorganization, acquisition or liquidity event

Tax questions

Section 1202 lets eligible holders of qualified small business stock exclude a large share of their gain on sale, if the issuing C-corporation and the holder meet the statute's requirements. Eligibility can be lost through redemptions, the wrong entity type or certain business activities, so it is worth planning for.

Within 30 days of receiving restricted stock that is subject to vesting. The deadline cannot be extended, and missing it can create significant tax as the shares vest.

No. We advise on structuring and transactions and work alongside your accountant, who prepares returns.

Other practice areas

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Attorney advertising. The information on this site is general and is not legal advice. Contacting Blackwing or using this site does not create an attorney-client relationship. Prior results do not guarantee a similar outcome.