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by davismwfl 1516 days ago
I know you are probably trying to do this without hiring an attorney/accountant, but please go talk to at least an accountant and pay for a few hours of their time. There are ways to do this so that it works to your advantage tax wise and keeps everything on the up and up. However, done wrong you can screw yourself considerably and wind up with an unplanned tax liability on yourself, the corp or both. And what state your are in matters to this as well.

On that note, hopefully you registered in your operating/home state already too and got all that out of the way as that is another pain point a lot of people miss early on when they register a Delaware corp. Frankly, unless you plan to take a VC based round soon the Delaware corp is really a liability for new solo founders just starting out. If you are bootstrapping it is almost always more simple, faster, easier and less prone to issues to manage a state based LLC or S Corp that you setup with the proper structure to support moving it to a C corp later. Talking to an attorney and/or accountant makes all this so much easier and prevents you from winding up on the wrong side of an equation unintentionally and unexpectedly.

You don't need to spend tons of money, but get some advice from an accountant and/or an attorney on these things to make sure you don't wind up spending $10k in liabilities to save $1k in fees.

2 comments

I agree with this. It's better to get the "financing" work done by a professional to make sure nothing goes wrong or the loss isn't that much. I learned that tip when I joined Founders Cafe https://founderscafe.io/. They often give me tips or some contacts if I need some hiring. You can find yours here.
Yes, I did foreign qualification in my home state right after incorporation. I'm bootstrapping it but took the Delaware C Corp approach mainly because of the potential QSBS exit. Thanks for the advice.
Cool, sounds like congrats are in order first as you had a qualifying event you are rolling over. Given that, I'd double down on the accountant (attorney not very important IMO in this situation) just cause it is easy to screw these up. I've done this both in real-estate (similar type of program and rules) and corp (though primarily real-estate). The process is easy on the face of it but requires quite a bit of tracking and reporting to do it properly.

I'd say in your situation, no, the salary isn't important and in fact may work against you tax wise. But you'll have to make sure the corp is doing a real business as there are some rules around parking, though I am not an accountant or attorney so my understanding may be incorrect. Good luck!