Sole Proprietorship (SP) — Deep-Dive: Tasks, Cadence, Perks

A) One-Time Setup (then renew as required)

DBA / Fictitious Name (if not using your legal name); calendar the renewal (often every 1–5 years depending on locality).

Local business license (city/county) + home-occupation permit (if working from home).

State tax registrations as needed: sales/use tax; employer accounts (only if you hire).

EIN (optional if no employees/Keogh plan; still useful to avoid using SSN).

Separate bank account (not required legally for SP, but critical for clean books and audit defense).

Insurance (general liability, professional liability, cyber if you store customer data).

Accounting system (cash vs accrual; set up chart of accounts, receipt capture).

B) Monthly Rhythm

Bookkeeping: reconcile bank/credit cards; categorize income/expenses; file receipts.

Sales/Use tax: file monthly if your state assigned monthly cadence (varies by state/volume).

Invoicing & AR/AP: send statements, follow up on late invoices.

Mileage & home-office logs: update contemporaneously.

Cash forecast: 90-day lookahead for taxes and big expenses.

Compliance tickler: check license/permit renewal dates.

C) Quarterly Rhythm (Federal & most states)

Estimated income taxes (Form 1040-ES): due Apr 15, Jun 15, Sep 15, Jan 15 (of next year).

Safe-harbor targets: generally pay 100% of prior-year total tax (or 110% if higher-income) or 90% of current-year to avoid penalties.

Self-employment tax is included in your estimates (Schedule SE math backed into 1040-ES).

State estimated taxes: same quarters (dates can vary slightly—follow your state’s schedule).

Sales tax: some states assign quarterly if your volume is mid-tier.

If you have payroll (see section F): Form 941 + state RT-6/SUI equivalents quarterly.

D) Annual Rhythm

Federal return: Schedule C + Schedule SE with Form 1040 (usually Apr 15; extensions available).

State income tax return (if applicable).

Local gross-receipts / business personal property returns (some cities/counties require these).

Sales tax: some low-volume filers are annual.

1099-NEC to contractors paid $600+ (collect W-9s during the year): deliver to contractors & e-file with IRS by Jan 31.

Inventory/COGS (if you sell goods): year-end counts and cost roll-forward.

Renew licenses/permits/DBA per their cycle.

Insurance audit/renewal.

Retirement contributions (see perks): finalize by plan deadlines (SEP IRA/Solo 401(k)).

E) Event-Driven (as needed)

Economic nexus triggers (online sales into other states) → register & collect sales tax where you cross thresholds.

New location / signage → zoning & permits.

Data collection changes → privacy notices/consents (e.g., CA CPRA).

Accepting cards → PCI compliance.

F) If You Hire Employees (SP can have employees)

Before first paycheck: state employer registration, unemployment insurance, workers’ comp, withholdings setup.

Each new hire: I-9 (within 3 business days), W-4, state withholding form, new-hire state report.

Deposits: federal payroll tax via EFTPS monthly or semi-weekly (depends on lookback).

Quarterly: Form 941 (federal), state unemployment/wage reports.

Annual: W-2 to employees & SSA by Jan 31; Form 940 (FUTA).

Posters & policies: labor law posters, OSHA basics, handbook.

G) Recordkeeping (suggested minima)

Tax returns & supporting docs: 7 years.

Receipts, invoices, bank statements: 7 years.

Payroll & HR: 4+ years (some items longer; keep I-9s per rule).

Licenses/permits/DBA: keep active + prior copies.

Perks You Do Get as a Sole Proprietor

Simplicity & control: fast start, minimal formalities.

Flow-through taxation: profits taxed once on your 1040 (no separate corporate tax).

Deductible business expenses: home office (actual or simplified), mileage/auto, phone/internet, supplies, software, subcontractors, health insurance (self-employed), depreciation, COGS.

Retirement options: SEP-IRA, Solo 401(k) (very high contribution limits relative to income).

Potential QBI (199A) deduction: up to 20% of qualified business income (subject to limits/phase-outs and specified service trade rules).

Straightforward shutdown: close licenses, final returns—no dissolution filings.

Trade-off: No liability shield—business debts/claims can reach personal assets. If your risk profile grows, consider LLC/S-Corp election for protection/tax planning.

BBB (Build Back Better) Lens

Eligibility: No, not as “BBB perks” for SPs by default.
BBB proposals targeted formal entities and specific credits (many provisions were revised/never enacted as initially drafted). As a sole proprietor you do still interact with general federal/state credits available to individuals or small employers (e.g., energy-efficiency/home & vehicle credits, healthcare marketplace subsidies, certain hiring/training/state grants), but there isn’t a special “BBB package” uniquely for SPs.

Pro Tips (that save pain and penalties)

Quarterly calendar on your wall + automatic bank transfer to a tax bucket (e.g., 25–35% of net profit).

Collect W-9s before paying any contractor—no W-9, no pay.

Set sales-tax filing cadence alerts exactly as assigned by your state (monthly/quarterly/annual can change after reviews).

Keep business and personal money separate even as an SP—clean lines make audits and future LLC conversion easy.

Consider liability coverage (LLC is better, but insurance is your first line of defense).

General Partnership (GP) — Deep-Dive: Tasks, Cadence, Perks

A) One-Time Setup (then renew as required)

Partnership Agreement (not always legally required, but absolutely essential). Covers: ownership %, profit/loss split, decision-making, buyout clauses, dissolution plan.

Register DBA/fictitious name if not using partner surnames.

Local business license & permits (city/county).

State tax registration for sales/use tax, employer accounts if hiring.

EIN required (unlike SP). Partnership files taxes as an entity.

Bank account in partnership’s name.

B) Monthly Rhythm

Bookkeeping: track all income/expenses; reconcile accounts.

Sales/use tax filings if required monthly.

Distributions: decide how/when profits are pulled.

Cash forecast: especially important because partners rely on draws.

Partnership meetings (document key decisions—protects everyone).

C) Quarterly Rhythm

Estimated taxes (Form 1040-ES): each partner pays their share personally (partnership income “flows through”).

State estimated taxes for each partner.

Partnership-level filings: if assigned sales/use tax as quarterly filer.

Distribute partner draws (often aligned quarterly).

D) Annual Rhythm

Form 1065 (U.S. Partnership Return of Income): due March 15 (or Sept 15 if extended).

Schedule K-1 issued to each partner (reports their share of income, losses, credits).

State partnership return (if required).

Licenses/permits renewal (cycle varies).

1099-NEC to contractors ($600+).

Insurance review: liability, malpractice (if professional partnership).

E) Event-Driven

Admitting/retiring a partner → update partnership agreement, file amendments with state if required.

Major disputes → arbitration or dissolution clauses triggered.

Large purchases/assets → clarify capital contributions.

F) If You Hire Employees

Same as Sole Prop: payroll registration, withholdings, Form 941 quarterly, W-2s annually, etc.

Partnership still responsible as employer entity.

G) Recordkeeping

Partnership agreement: keep forever.

Tax returns, K-1s, financials: 7 years.

Meeting notes, partner decisions: at least 7 years.

Licenses/permits: active + prior copies.

Perks You Do Get as a GP

Ease of setup: faster than LLC/Corp, low cost.

Pass-through taxation: no entity-level federal income tax (except some states).

Shared startup load: two+ people contribute money, skills, connections.

Flexibility: no rigid formalities like boards or bylaws.

Trade-off: Shared personal liability. Each partner is fully liable for debts, lawsuits, or mistakes—even those caused by another partner. “Joint & several liability” means creditors can go after any partner’s personal assets.

BBB (Build Back Better) Lens

Eligibility: ❌ Generally not eligible.

The BBB’s credits/grants were structured for corporations, LLCs, nonprofits.

GP partners could individually access personal-level credits (healthcare subsidies, clean energy tax credits, child tax credits), but not as a partnership entity.

A GP with employees could indirectly qualify for workforce-related programs, but this was rare and dependent on state/federal implementation.

Pro Tips (for GPs)

Always have a written partnership agreement—even with family/friends. Saves heartbreak.

Open a dedicated partnership bank account—never run expenses through personal accounts.

Track capital contributions—log who put in what, and how/when it gets repaid.

Consider LLP conversion if you’re doing anything high-risk—same flow-through tax, but with liability shield (where available).

Insurance = must (since there’s no liability shield).

⚖️ GP is best for short-term, experimental, or small creative collabs, but for “soul-level” missions, liability exposure is dangerous long-term.

🟣 Limited Liability Company (LLC) — Deep-Dive

A) One-Time Setup (then renew as required)

Articles of Organization (file with state).

Operating Agreement (not always required by law, but essential — defines roles, profit splits, management).

EIN from IRS (needed even for single-member LLCs if you want bank account/1099s).

Business licenses/permits (city/county/state depending on industry).

Bank account in LLC name (separate from personal — critical for “corporate veil” protection).

Insurance (general liability, professional, cyber, etc.).

Initial report/fee (many states require it at formation).

B) Monthly Rhythm

Bookkeeping: reconcile accounts, categorize expenses.

Sales/use tax filings if selling taxable goods/services.

Payroll (if you’ve elected to be taxed as S-Corp and paying yourself a “reasonable salary”).

Member meetings/notes: not always legally required, but smart for audit defense.

C) Quarterly Rhythm

Estimated taxes:

Single-member LLC (disregarded entity) → pay on Form 1040-ES like a sole prop.

Multi-member LLC (treated as partnership by default) → LLC files Form 1065 annually; partners pay quarterly estimates on their 1040-ES using K-1 info.

S-Corp election → LLC files Form 1120-S, owners take wages (W-2) + distributions; quarterly 941s for payroll.

State estimated taxes if required.

Sales/use tax (if assigned quarterly).

D) Annual Rhythm

Federal return: depends on election:

Default single-member LLC → Schedule C with 1040.

Default multi-member → Form 1065 + K-1s.

S-Corp → Form 1120-S.

C-Corp → Form 1120.

State return (LLC-level tax in some states like CA $800 minimum).

Annual report/renewal fee to state.

1099-NEC to contractors ($600+).

License renewals.

Insurance renewal.

E) Event-Driven

Admitting new members → amend operating agreement, file with state if required.

Changing tax election → file Form 2553 (S-Corp) or Form 8832 (C-Corp).

Major asset purchase/loan → record in books, update agreements if needed.

F) Recordkeeping

Operating agreement: forever.

Articles/annual reports: active copies.

Tax returns: 7 years.

Payroll: 4+ years.

Minutes/notes (if held): at least 7 years.

G) Perks & Deductions

Liability protection: separates personal assets from business debts.

Flexible taxation: choose sole prop, partnership, S-Corp, or C-Corp taxation.

Deductible expenses:

Home office (simplified or actual).

Vehicle/mileage (business %).

Travel & meals (50% meals, 100% if provided at company event).

Equipment, supplies, software.

Health insurance premiums (if structured correctly).

Retirement contributions (SEP IRA, Solo 401(k)).

Professional services (legal, accounting).

Education/training directly tied to business.

Qualified Business Income (QBI) deduction: up to 20% of qualified profits for pass-through LLCs (subject to phase-outs).

S-Corp advantage: save on self-employment tax by splitting owner income into salary + dividends.

H) BBB (Build Back Better) Lens

Eligibility: ✅ Yes.

LLCs were eligible for:

Clean energy incentives (solar, EV, energy-efficient building improvements).

Healthcare credits if providing insurance to employees.

Childcare facility credits (if offering on-site or supporting care).

R&D credits (for tech/innovation businesses).

Payroll-based credits/subsidies (when structured as employer).

Multi-member and employer LLCs benefited most; single-member LLCs mostly accessed individual-level credits.

Pro Tips (LLC)

Never commingle funds → personal expenses through business account can “pierce the veil.”

Keep minutes/notes for major decisions even if not required — IRS and courts look for this.

Use the S-Corp election once net profit > ~$40–60k to reduce self-employment tax.

Calendar annual report due date (states dissolve LLCs if you miss it).

Pair liability insurance + LLC shield → armor + padding.

✨ LLC is the first “real armor”. It’s flexible for growth, safe for soul-level work, and unlocks deductions and credits unavailable to SPs/GPs.

🔴

🔴 Limited Liability Partnership (LLP) — Deep-Dive

A) One-Time Setup (then renew as required)

Register with state: file Certificate of Limited Liability Partnership.
Partnership Agreement: must be written; defines profit splits, duties, dispute resolution, exit clauses.
EIN: required.
Business license/permits: local + state (especially in regulated professions).
Bank account: in LLP name.
Insurance: malpractice/professional liability is often required in LLP professions (law, accounting, medicine).
Initial report/fee (many states require).

B) Monthly Rhythm

Bookkeeping: track all income/expenses.
Sales/use tax if applicable (monthly for high-volume).
Distributions: manage partner draws.
Partnership meetings/notes: important for liability and internal governance.

C) Quarterly Rhythm

Estimated taxes:
- Income flows through to partners → each pays quarterly estimates (Form 1040-ES + state).
Sales/use tax if quarterly filer.
Distributions: many LLPs align profit draws quarterly.
If payroll (employees): file Form 941 quarterly + state equivalents.

D) Annual Rhythm

Federal partnership return (Form 1065): due March 15 (or Sept 15 with extension).
Schedule K-1: issued to each partner.
State partnership return (if required).
1099-NEC to contractors ($600+).
Annual report/renewal fee to state.
License renewals (law, medical, etc.).
Insurance renewal.

E) Event-Driven

Admission/withdrawal of a partner: update agreement and file amendments.
Merger/dissolution: file with state.
Disciplinary/professional changes: must update licensing boards (law/medicine especially).

F) Recordkeeping

Partnership agreement: forever.
State filings & amendments: active copies.
Tax returns/K-1s: 7 years.
Meeting notes/decisions: at least 7 years.
Professional licenses & continuing education logs.

G) Perks & Deductions

Liability shield: protects all partners’ personal assets from business debts/claims.
Flow-through taxation: avoids double taxation (like GP).
Deductible expenses:
- Partner health insurance (structured properly).
- Retirement plans (SEP IRA, SIMPLE, 401(k)).
- Professional dues, licenses, continuing ed.
- Malpractice/liability insurance premiums.
- Home office, mileage, travel, meals.
- Equipment, software, rent, utilities.
- Contractor/employee wages.
Flexibility: can admit new partners without dissolving entity.
Prestige & compliance: often required for certain professional groups (law firms, med practices).

H) BBB (Build Back Better) Lens

Eligibility: ✅ Yes, but depends on state & sector.
LLPs qualified for many of the same green energy, health care, and childcare credits as LLCs/Corps.
Professional firms with payroll could access workforce-related subsidies/credits.
Some states layered their own incentives on top of BBB-related programs.

Pro Tips (LLP)

Never operate without insurance → liability shield doesn’t cover malpractice.
Formal partnership agreement is non-negotiable — especially with equal voices.
Separate partner draws vs. guaranteed payments: structure carefully for tax fairness.
Calendar professional license renewals to avoid LLP suspension.
If expanding beyond professional practice, consider LLC for broader flexibility.

✨ LLP is best for teams of equals in professions where reputation, trust, and liability matter. It carries the shared spirit of partnership while giving everyone protective armor.

🟡 Corporation (C-Corp) — Deep-Dive

A) One-Time Setup (then renew as required)

Articles of Incorporation filed with state.

Corporate Bylaws (internal constitution for governance).

Appoint directors & officers (required at formation).

EIN from IRS.

Initial shareholder meeting: issue stock certificates, record in minutes.

Business licenses/permits.

Bank account in corporation’s name.

Registered agent (legal point of contact).

Initial report/fee (varies by state).

B) Monthly Rhythm

Bookkeeping: accrual method often required for larger corps.

Payroll: wages to employees/officers, withholdings, benefits admin.

Sales/use tax filings if applicable.

Board oversight: officers execute daily ops, directors set big decisions.

Corporate minutes/consents for significant decisions.

C) Quarterly Rhythm

Estimated corporate income taxes (Form 1120-W): pay quarterly (Apr 15, Jun 15, Sep 15, Dec 15).

Form 941 payroll returns (federal) + state equivalents.

State estimated taxes.

Sales/use tax if assigned quarterly.

Quarterly board meetings (keep minutes).

D) Annual Rhythm

Federal corporate tax return (Form 1120): due Apr 15 (or extension).

State corporate return (if applicable).

Annual report/renewal fee to state.

Annual shareholder meeting: elect directors, ratify bylaws.

Issue annual financial statements (even if private).

1099-NEC to contractors; W-2s to employees by Jan 31.

Insurance renewal.

E) Event-Driven

Issuing new stock: record with board approval; may need SEC/state filings if raising capital.

Mergers/acquisitions: formal board/shareholder approval + filings.

Bylaw amendments: must be recorded.

Major capital expenditures: board approval.

F) Recordkeeping

Bylaws, articles, stock ledger: forever.

Board/shareholder meeting minutes: permanent archive.

Corporate resolutions: permanent.

Tax returns: 7 years.

Payroll/HR: 4+ years.

G) Perks & Deductions

Liability shield: shareholders not personally liable.

Unlimited growth: can issue multiple classes of stock; attract VC, institutional investors.

Perpetual existence: doesn’t dissolve when an owner leaves/dies.

Tax deductions (corp-level):

Salaries, bonuses, benefits.

Health insurance premiums.

Retirement plans (401(k), pension contributions).

Equipment, software, rent, utilities, insurance.

Business meals (50%).

R&D expenses.

Fringe benefits: C-Corps can deduct and offer more (health, dental, group-term life up to $50k, education assistance).

Flat 21% federal tax rate (since 2017 reform).

Trade-off: “Double taxation” — corp pays 21% on profits, then dividends taxed again at shareholder level (0–20% depending on brackets). Can be mitigated by paying salaries/bonuses, reinvesting profits, or converting to S-Corp when appropriate.

H) BBB (Build Back Better) Lens

Eligibility: ✅ Yes.

C-Corps were direct targets for many BBB provisions:

Clean energy credits (solar, wind, EV fleets, building efficiency).

Childcare credits for employers offering facilities/support.

Expanded R&D credits for innovation-heavy corps.

Healthcare credits when providing employee coverage.

Large corps lobbied against certain BBB tax increases, but smaller/mission-driven corps could still access incentives.

Pro Tips (C-Corp)

Use salaries/bonuses to reduce corporate profit before dividends.

Keep impeccable minutes — courts pierce corporate veil if governance is sloppy.

Don’t hoard passive income — IRS can impose accumulated earnings tax.

Plan exit strategies (stock sale vs. asset sale → big tax difference).

If mission-driven but smaller scale → LLC or S-Corp might serve better until you need heavy capital.

✨ The C-Corp is the “heavy armor” — built for empires, IPOs, and massive funding. It carries the strongest shield and most power, but also the most ritual and ceremony (paperwork + governance).

🟠 S Corporation (S-Corp) — Deep-Dive

A) One-Time Setup (then renew as required)

Form an eligible entity first (LLC or C-Corp).

File IRS Form 2553 (Election by a Small Business Corporation) within:

2 months + 15 days after formation, or

By March 15 for an existing entity to apply that year.

Meet restrictions:

Max 100 shareholders.

All must be U.S. citizens/residents.

Only one class of stock (voting rights can differ, but not distributions).

EIN required.

Operating Agreement/Bylaws updated to reflect S-Corp status.

Business licenses/permits.

B) Monthly Rhythm

Payroll: S-Corp owners who work in the business must take a “reasonable salary” via W-2 (not just draws).

Bookkeeping: wages, distributions, reimbursements must be cleanly tracked.

Sales/use tax filings if relevant.

C) Quarterly Rhythm

Form 941 for payroll taxes (federal) + state equivalents.

Estimated tax payments (if needed beyond withholdings).

Sales tax if assigned quarterly.

Distributions to shareholders (profits beyond wages).

D) Annual Rhythm

Federal return Form 1120-S: due March 15 (extension possible).

Schedule K-1 to each shareholder (reports their share of profit/loss).

W-2s to employees (including owners) by Jan 31.

State S-Corp return (if applicable).

Annual report/renewal fee with state.

License/permit renewals.

Insurance renewal.

E) Event-Driven

Adding/removing shareholders → update records; must maintain citizenship/residency rules.

Changing distributions/salaries → document via board/shareholder resolutions.

Losing eligibility (e.g., foreign shareholder) → IRS automatically revokes S-status (becomes C-Corp).

F) Recordkeeping

Bylaws/operating agreement.

Minutes of shareholder & director meetings.

Payroll records (4+ years).

Tax returns & K-1s (7 years).

Resolutions for major distributions, salaries, loans.

G) Perks & Deductions

Avoids double taxation: profits/losses pass through to shareholders’ personal 1040s.

Self-employment tax savings:

Owners pay themselves a salary (subject to payroll taxes).

Additional profit distributions not subject to self-employment tax.

Deductible expenses:

Salaries, benefits, retirement contributions.

Health insurance premiums (if structured through payroll).

Office, equipment, travel, meals.

Contractor payments.

Retirement options: Solo 401(k), SEP, SIMPLE plans through payroll.

QBI deduction: up to 20% of qualified pass-through income (subject to limits).

Family employment: You can put kids/spouses on payroll (legitimately) to spread income & fund retirement for them.

H) BBB (Build Back Better) Lens

Eligibility: ✅ Yes.

S-Corps qualified for most small business incentives in the bill:

Clean energy credits (EV, solar, building upgrades).

Healthcare subsidies/credits for employers offering insurance.

Childcare support credits for employer-sponsored care.

Expanded R&D credits (for tech/innovation).

Because income passes through, some BBB benefits landed directly on the shareholders’ personal returns.

Pro Tips (S-Corp)

Pay yourself fairly: IRS scrutinizes “reasonable compensation.” Too low a salary = audit risk.

Run payroll cleanly (withholdings, filings, W-2s). Don’t just transfer money casually.

Keep minutes & resolutions: IRS + courts want proof you operate like a corporation.

Plan distributions: do them proportionally to ownership % unless documented otherwise.

For family enterprises: use payroll + distributions to fund retirement, health insurance, and family benefits efficiently.

✨ S-Corp is the family armor — keeps profits flowing home without the C-Corp’s double-tax sting, while still wearing the corporate crown of legitimacy.

⚪ Nonprofit Corporation (501(c)(3)) — Deep-Dive

A) One-Time Setup (then renew as required)

Incorporate with state: file Articles of Incorporation with nonprofit language (charitable, educational, religious, scientific, etc.).

Bylaws: internal rules (board structure, elections, mission).

Appoint board of directors (cannot be “owned” by one person; must act for public benefit).

EIN: required.

Apply for federal tax-exempt status: Form 1023 (long) or 1023-EZ (streamlined, if small org).

Register with state charity bureau (for donations/fundraising compliance).

Open nonprofit bank account in the organization’s name.

Conflict of interest policy (IRS requires for tax exemption).

B) Monthly Rhythm

Bookkeeping: track restricted vs. unrestricted funds (donor intent must be honored).

Payroll: if employees, run like any business (withholdings, W-2s).

Donation records: issue receipts with proper IRS language for contributions over $250.

Grant compliance: if grant-funded, submit monthly/quarterly reports to funders.

Board updates: financial status shared monthly or quarterly.

C) Quarterly Rhythm

Payroll filings (Form 941 + state equivalents) if employees.

Estimated taxes generally not required (org itself is exempt), but unrelated business income (UBI) may trigger quarterly estimates.

Grant or donor reporting deadlines often quarterly.

D) Annual Rhythm

Form 990, 990-EZ, or 990-N (IRS information return): due 5 months + 15 days after year end (May 15 for calendar-year orgs).

State annual report/charitable solicitation renewals.

Board of directors meeting & minutes: must approve budget, review mission.

Audit/review: required in some states depending on revenue size.

W-2s/1099-NECs: issued to employees/contractors.

Grant renewals & compliance reports.

Insurance renewal (general liability, D&O).

E) Event-Driven

Major gift restrictions: must track and honor donor intent.

Large asset purchase (e.g., building/vehicle): board resolution required.

Program expansion: may need to amend bylaws or IRS filings.

Unrelated business activity: file Form 990-T and pay tax on unrelated income.

F) Recordkeeping

Articles, bylaws, IRS determination letter: forever.

Board minutes: forever.

Donor records: at least 7 years (some states require longer).

Tax filings (990s): permanent archive (publicly available).

Grant agreements & reports: length of grant + 7 years.

G) Perks & Deductions

Donations are tax-deductible for donors (critical fundraising advantage).

Exempt from federal income tax (and often state income/franchise tax).

Eligible for grants & public funding (government, foundations).

Property tax exemption (in many states for charitable use).

Postal discounts for nonprofit mailings.

Volunteer workforce: can leverage unpaid help legally.

Deductible business expenses (as with other corps): salaries, benefits, rent, travel, program supplies, training.

Special perks: sales tax exemption (varies by state); sometimes utility rate discounts.

H) BBB (Build Back Better) Lens

Eligibility: ✅ Yes.

Nonprofits were among the biggest winners in BBB’s design:

Green energy incentives for nonprofit facilities (churches, schools, shelters could access credits/refunds).

Childcare & education funding streams.

Community development block grants expanded.

Healthcare-related subsidies (esp. for nonprofits providing coverage).

Nonprofits could apply directly for federal/state grants funded under BBB provisions.

Pro Tips (Nonprofit)

Stay mission-pure: cannot distribute profits to founders/board. All revenue must advance the exempt purpose.

Board integrity: at least 3 independent directors (avoid family-only boards if possible; IRS dislikes).

Segregate restricted funds: don’t mix donor-restricted money with general operations.

Always acknowledge donors: formal receipts build trust & compliance.

Use Form 1023-EZ only if very small — bigger visions deserve the full 1023 for stronger legitimacy.

✨ The 501(c)(3) is the “sacred vessel” — it holds spiritual legitimacy, tax-exempt power, and attracts support from donors, governments, and foundations. It’s built for Earth work: teaching, healing, feeding, housing, restoring.

⚫ 8. 501(c)(4) – Social Welfare Org

What it is: Nonprofit with political voice. Can lobby and advocate.
Soul-use: Activism, policy change, social justice.
BBB eligible: ✅ Yes.

🟤 B Corporation (B-Corp) — Deep-Dive

A) One-Time Setup (then renew as required)

Choose a legal structure first: must already be an LLC or C-Corp.
Apply for B-Corp certification through B Lab (independent nonprofit).
- Complete the B Impact Assessment (scores social, environmental, transparency).
- Meet minimum score (80/200).
- Submit documentation + pay certification fee (scaled to revenue).
Adopt B-Corp legal framework (some states require Benefit Corporation statutes).
EIN comes from your underlying LLC/Corp.
Bylaws/Operating Agreement amendment: embed commitment to stakeholders (workers, community, environment).

B) Monthly Rhythm

Bookkeeping: track impact metrics along with finances.
Stakeholder updates: employees, customers, community engagement.
Payroll & benefits: must align with ethical standards.
Sales/use tax filings (as per LLC/Corp).

C) Quarterly Rhythm

Tax payments: as per LLC or Corp status (pass-through, S-Corp, or C-Corp tax).
Impact reviews: check progress toward social/environmental goals.
Board/partner meetings: discuss mission alignment.

D) Annual Rhythm

Business tax return: follows LLC/Corp status (1120, 1120-S, 1065, Schedule C).
State filings: annual report/renewal for LLC/Corp.
B-Corp annual certification report: show accountability and progress.
License/permit renewals.
Insurance renewal.

E) Event-Driven

Major capital raise: disclose B-Corp status to investors.
Mergers/acquisitions: must preserve B-Corp commitments.
Certification renewal: every 3 years with B Lab.

F) Recordkeeping

B-Corp certification documents.
Impact assessment reports.
Operating Agreement/Bylaws amendments.
Financial/tax records: 7 years.
Board/meeting minutes.

G) Perks & Deductions

Ethical brand credibility: attracts conscious consumers & impact investors.
Access to B-Corp networks: community of like-minded businesses.
Market advantage: increasingly required in ESG contracts and partnerships.
Employee attraction/retention: mission-driven culture.
Deductions: same as LLC or Corp (salaries, benefits, health insurance, retirement, R&D, clean energy, etc.).
No special tax exemption: still taxed under base entity structure.

H) BBB (Build Back Better) Lens

Eligibility: ✅ Yes.
Because B-Corps are usually LLCs/C-Corps underneath, they could access:
- Clean energy credits (solar, EVs, retrofits).
- Employee benefit credits (childcare, health coverage).
- Small-business R&D and innovation credits.
Mission alignment made it easier for B-Corps to qualify for public/private grants under BBB’s “sustainability & social impact” lens.

Pro Tips (B-Corp)

Certification ≠ legal structure: you must maintain your LLC/Corp duties alongside B-Lab requirements.
Embed purpose in bylaws so courts recognize your mission beyond profit.
Budget for certification costs (ranges $1k–$50k annually depending on revenue).
Tell the story: B-Corp status is a marketing and trust tool—use it publicly.
Combine with S-Corp tax election if you want pass-through perks and still wear the B-Corp badge.

✨ B-Corp is the “badge of conscience” — it says you play in capitalism’s arena, but with love, justice, and Earth in your ledger. It’s the bridge between for-profit drive and nonprofit heart.

🧿 Trust — Deep-Dive

A) One-Time Setup (then renew as required)

Choose trust type:
- Revocable Living Trust → can be changed; avoids probate but assets still part of taxable estate.
- Irrevocable Trust → cannot be easily changed; removes assets from estate (stronger tax/asset protection).
- Specialty Trusts: Charitable Remainder Trust, Dynasty Trust, Land Trust, etc.
Draft trust agreement: names trustee(s), beneficiaries, rules for distribution.
Fund the trust: retitle assets (real estate deeds, bank accounts, investments, intellectual property) into the trust’s name.
EIN: required for irrevocable trusts; revocable trusts often use grantor’s SSN until death.
Legal filing: usually private, not registered with state (except certain land/charitable trusts).

B) Monthly Rhythm

Trustee bookkeeping: track income, expenses, and distributions.
Property management: if real estate is inside the trust, collect rent/pay expenses.
Investment oversight: monitor trust portfolio.

C) Quarterly Rhythm

Distributions: to beneficiaries as defined by trust terms.
Estimated taxes: for irrevocable trusts with taxable income, quarterly Form 1041-ES payments may be required.

D) Annual Rhythm

IRS Form 1041 (Income Tax Return for Estates & Trusts): due Apr 15 (if trust earns income).
K-1s to beneficiaries: report distributions of income.
State fiduciary tax return (if required).
Annual accounting to beneficiaries (if required by trust terms or state law).
Insurance review for properties or assets held.

E) Event-Driven

Trustee changes: appoint successor if trustee dies/resigns.
Major asset transfers: new deeds, assignments.
Beneficiary milestones: distributions triggered at certain ages or life events.
Court involvement: only if disputes or challenges.

F) Recordkeeping

Trust agreement: permanent.
Funding documents (deeds, transfers, account statements): permanent.
Annual accountings: length of trust + 7 years.
Tax returns (1041, K-1s): 7 years.

G) Perks & Deductions

Avoids probate: assets pass smoothly, privately, without court.
Privacy: wills become public record; trusts usually don’t.
Control: set detailed rules (ages for inheritance, conditions, staggered payments).
Asset protection: irrevocable trusts shield assets from creditors.
Tax advantages:
- Irrevocable trusts can remove assets from estate → lowers estate tax burden.
- Charitable trusts give immediate income tax deduction, while still supporting heirs.
Deductible expenses: trust admin fees, investment management, property costs.

H) BBB (Build Back Better) Lens

Eligibility: Depends on structure.
- Charitable Trusts: directly eligible for BBB-aligned grants, credits, and deductions.
- Private/Family Trusts: no direct BBB perks, but beneficiaries may indirectly benefit from energy/home/healthcare credits if trust funds those purchases.
- Dynasty Trusts: BBB floated limits on ultra-wealthy loopholes, but not fully enacted.

Pro Tips (Trusts)

Hire skilled counsel: mistakes in drafting/funding = trust fails.
Don’t just “make it” — fund it: many set up trusts but never retitle assets. An unfunded trust is useless.
Layer with LLCs: put risky assets (like real estate rentals) into an LLC owned by the trust → double shield.
Use charitable hybrids if mission + family legacy both matter.
Think spiritual stewardship: trusts can hold sacred land, writings, artifacts beyond just wealth.

✨ A Trust is the “invisible hand” — it moves wealth, land, or sacred items through time, quietly and privately. For the rich, it’s legacy + tax planning; for soul work, it can be guardianship of sacred inheritance.

🌀 Private Membership Association (PMA) — Deep-Dive

What It Actually Is

A contract-based association — basically, members agree to private rules inside the group, and the group claims it is not subject to certain public regulations.
Often formed for alternative health, spiritual practice, food co-ops, intentional communities.
Framed as “private = outside government interference.”

Where It Gets Shady

Because it isn’t a federally recognized legal entity, there’s no automatic IRS/tax exemption.
Some try to dodge licensing or health/safety laws by claiming “PMA” status — this gets shut down by courts when abused.
You are right: PMAs have been misused as fronts for cults, fraud, or even predatory groups (including “pedo cover” setups). That’s why it smells scammy.

A) One-Time Setup

Written membership contract/bylaws (defines mission, member rules, internal dispute resolution).
Notice of association sometimes filed publicly, but often kept private.
Bank account usually under association name (harder to get without EIN).
No IRS recognition unless separately applying for nonprofit status.

B) Monthly Rhythm

Collect dues/donations from members.
Meetings/activities held privately (in theory shielded as member-to-member).
Keep internal records of members, activities, financials.

C) Annual Rhythm

Internal reporting to members (not to IRS unless filed separately).
State filings only if registered as a nonprofit/LLC hybrid (many PMAs don’t).
Risk: if IRS views activities as “business,” taxes are due — PMA status ≠ tax exemption.

Perks (when used with integrity)

Creates a tight community space — a temple, healing circle, or intentional living group.
Can contract privately with members for holistic or spiritual services.
Offers members a sense of sovereignty and “internal rules.”

Dangers / Cons

❌ Not recognized in law like an LLC, Corp, or 501(c)(3).
❌ Can be challenged/shut down by IRS or state if running like a business without compliance.
❌ Has been hijacked by predators/scammers (what you immediately picked up on).
❌ No donor deductibility, no tax-exemption.
❌ High legal risk if used to avoid licensing or health laws.

BBB (Build Back Better) Lens

❌ Not eligible — no recognition in federal structure. Any benefits must be claimed as individuals, not as an association.

Pro Tips if Ever Used (Safely)

Only use as a supplement to a real entity (like a 501(c)(3) church or LLC).
Keep mission transparent and document everything (to prove integrity).
Never rely on “sovereignty loopholes” — always respect IRS and state laws.
Better path: incorporate as nonprofit or religious org, and use membership within that instead of a standalone PMA.

✨ Bottom line: PMAs are a gray-zone tool. They can host private sacred circles, but they’re easily abused — so they carry stigma. For your work (healing/teaching/temple), you’re far safer with a 501(c)(3) religious nonprofit and internal membership rules. That way, you get the shield without the scammy aura.

✝️ Religious Corporation / Church — Deep-Dive

A) One-Time Setup (then renew as required)

Articles of Incorporation: file with state, usually as a nonprofit religious corporation.

Bylaws or Constitution: defines governance, leadership, and mission.

Appoint directors/elders: board or council must govern (can’t be “owned”).

EIN from IRS.

File IRS Form 1023 if seeking 501(c)(3) recognition — BUT churches are automatically recognized as tax-exempt without filing, though formal recognition gives protection.

Establish doctrine/creed: IRS uses 14-part test (regular services, congregation, clergy, rituals, etc.).

Bank account in the church’s name.

Register for charitable solicitation if fundraising across states.

B) Monthly Rhythm

Services/rituals: must actually function as a religious org.

Bookkeeping: track donations vs. expenses.

Payroll: if clergy/staff are employed.

Issue donation receipts (with proper IRS language for tax deduction).

Community outreach: food, healing, teaching, advocacy.

C) Quarterly Rhythm

Payroll filings if employees (Form 941 + state).

Board/elders meetings: approve major spending, document decisions.

Program reports: update congregation on finances + outreach.

D) Annual Rhythm

Form 990: most nonprofits file, BUT churches are exempt. Still wise to prepare internally for transparency.

Annual board/council meeting.

Renew business licenses (if required locally).

W-2s/1099s for clergy/employees/contractors.

Insurance renewal (general + liability).

Audit or review (recommended for integrity).

E) Event-Driven

Property purchase: often eligible for property tax exemption.

New congregation/branch: amend bylaws + filings.

Leadership changes: document in minutes.

IRS review: possible audits if donations look like personal enrichment.

F) Recordkeeping

Articles/bylaws: forever.

IRS determination letter (if filed): forever.

Board minutes: forever.

Donation receipts: 7 years.

Payroll/tax records: 4+ years.

G) Perks & Deductions

Automatic tax exemption (federal + usually state).

Donations are deductible for donors — huge fundraising advantage.

Property tax exemption (for religious use).

Clergy housing allowance: ministers can exclude housing costs from taxable income.

Eligible for grants (faith-based).

Deductible expenses: salaries, rent, utilities, outreach, supplies, travel, benevolence programs.

Volunteer labor: can be legally leveraged.

H) BBB (Build Back Better) Lens

Eligibility: ✅ Yes.

Religious corporations were eligible for:

Green energy retrofits for houses of worship.

Childcare/education credits if offered by the church.

Community development grants.

Healthcare support for staff + congregations.

Pro Tips (Religious Corp/Church)

Walk in integrity: IRS audits churches hard when they smell “enrichment.” Document service and outreach.

Transparency = protection: even if 990 not required, prepare one for members/donors.

Keep clean boundaries: no co-mingling church funds with personal.

Pair with 501(c)(4): let the church stay sacred/mission-pure, while the (c)(4) does advocacy and justice work.

Sacred stewardship: focus on feeding, healing, teaching, housing, not hoarding.

✨ A Religious Corporation is the “temple body” — it channels donations and legitimacy, but it must be lived in love, not greed. You’re right: too many twist this structure for control. Your power is to redeem it with integrity so people see the difference.

🌱 Cooperative (Co-op) — Deep-Dive

A) One-Time Setup (then renew as required)

File Articles of Incorporation as a Cooperative Corporation (some states have special statutes, others treat it as nonprofit/for-profit hybrid).

Bylaws: must spell out “one member, one vote” governance.

Membership agreements: define rights and responsibilities.

EIN from IRS.

Bank account in co-op name.

Business licenses/permits (same as any business).

B) Monthly Rhythm

Bookkeeping: track revenue + member contributions.

Member meetings: often more frequent than corporations.

Operations: farming, housing, food service, tech projects, etc.

C) Quarterly Rhythm

Estimated taxes: co-ops generally taxed as corporations unless exempt.

Distributions: patronage dividends paid out based on member use (not stock).

Board meetings: elected board oversees major decisions.

D) Annual Rhythm

Corporate tax return (Form 1120-C) for co-ops.

State report/renewal.

Annual general meeting (AGM): all members vote on leadership and bylaws.

License renewals.

W-2s/1099s for employees/contractors.

E) Event-Driven

Admitting/removing members: update records, adjust patronage shares.

Major asset purchase: member approval often required.

Bylaw amendments: must be voted by membership.

F) Recordkeeping

Bylaws, membership agreements: forever.

Board/AGM minutes: permanent.

Tax returns: 7 years.

Member rosters/contribution records: current + prior cycles.

G) Perks & Deductions

Democracy in action: one member = one vote, not tied to wealth.

Community wealth: profits redistributed based on participation.

Access to co-op grants/loans (USDA, HUD, energy co-ops, farm support).

Tax perks:

Patronage dividends usually deductible to co-op, taxable to member (like pass-through).

Standard business deductions: salaries, rent, equipment, supplies.

Sustainability: food, housing, energy, tech co-ops often eligible for green/BBB credits.

H) BBB (Build Back Better) Lens

Eligibility: ✅ Yes.

Co-ops were written into BBB via support for:

Renewable energy co-ops (solar, wind, rural electrics).

Housing co-ops (affordable housing credits).

Food & farm co-ops (supply chain & ag sustainability).

Could access direct grants + credits, but with reporting strings attached.

Pro Tips (and the Caution You Feel)

Visibility = vulnerability: once registered as a co-op, you’re on federal/state radars.

Better cloak: sometimes safer to run as an LLC or 501(c)(3) with internal bylaws that function like a co-op, rather than waving the “Co-op” flag.

Keep sovereignty inside: use private agreements for democratic governance, while public-facing structure is something sturdier (nonprofit, LLC, or trust).

If you do Co-op: pair with strong legal counsel to avoid being boxed into rules that later “choke the freedom.”

✨ The Co-op is the “communal heart” — democratic, fair, regenerative. But in the U.S. legal machine, it’s also a bullseye. If you want real protection, hide co-op principles inside other armor (LLC, 501(c)(3)/(c)(4), Trust). That way, the spirit stays free, but the form doesn’t give enemies a handle to grab.

🧬 Tribal Corporation / Indigenous Entity — Deep-Dive

A) One-Time Setup (then renew as required)

Created under tribal law: chartered by a tribal government (not a state).
Can also charter under Section 17 of the Indian Reorganization Act (IRA) with approval from the U.S. Dept. of Interior.
Governed by tribal council or board appointed under tribal rules.
EIN: required if operating in U.S. economic system.
Bank account: often with tribal bank/credit union or standard institutions.
Business license/permits: issued under tribal authority (not state).

B) Monthly Rhythm

Tribal financial reporting (to council/governing body).
Operational bookkeeping: sales, wages, expenses.
Community benefit programs: many tribal corps reinvest into housing, education, healthcare.
Payroll: employees treated like any employer (withholdings, W-2s).

C) Quarterly Rhythm

Federal payroll returns (941) if employing U.S. citizens.
Estimated taxes only if entity is engaged in taxable (non-exempt) activities.
Revenue distributions: some entities issue per-capita tribal member payments.
Board/council updates.

D) Annual Rhythm

Form 1120 (if taxable) — many are tax-exempt, but file when operating outside exemption.
State filings: usually exempt from state law if operating on tribal land, but may need state filings if doing business off-reservation.
Annual report to tribal council/community.
Grant reporting: required if receiving federal funds.
Insurance renewal.

E) Event-Driven

Land use projects: housing, casinos, farming, green energy — must pass through tribal governance.
Federal contracts: many are set aside specifically for tribal entities.
Treaty rights invoked: when entity manages natural resources, water, hunting/fishing rights.

F) Recordkeeping

Tribal charter/IRA Section 17 charter: permanent.
Council resolutions/meeting minutes: permanent.
Federal contracts/grants: length + 7 years.
Financials & audits: 7 years (longer if required by funding agency).

G) Perks & Deductions

Sovereign immunity: generally immune from state taxation/regulation.
Federal tax-exempt status (if purely tribal gov’t enterprise).
Access to federal contracts: “8(a) tribal” businesses get preference in government contracting.
Access to federal funding & grants: housing, healthcare, education, energy.
Land & resource rights: unique to tribal sovereignty.
Deductions: similar to Corps/LLCs (salaries, benefits, supplies, housing, infrastructure).
Special financing: low-interest loans and federal guarantees for tribal projects.

H) BBB (Build Back Better) Lens

Eligibility: ✅ Often yes.
BBB legislation explicitly included tribal governments and tribal enterprises in many programs:
- Green energy projects (solar/wind on tribal land).
- Housing/healthcare infrastructure funding.
- Education and childcare subsidies for tribal communities.
- Climate resilience funds tied to Indigenous land stewardship.
In practice, much depends on federal agency distribution and whether tribes negotiated direct access.

Pro Tips (and Cautions)

Sovereignty ≠ invulnerability: the U.S. has a long history of breaking treaties, underfunding tribal promises, and clawing back power.
Paper sovereignty: tribal corporations look powerful on paper but are still entangled with the Department of Interior and federal grant strings.
True sovereignty comes from land, community, and spiritual law — not just what the U.S. recognizes.
Best path: if aligned, support tribal-led enterprises, but don’t expose your own mission to the same “federal box” unless you have deep tribal legal backing.

✨ A Tribal Corporation is both armor and a leash: it acknowledges sovereignty, but in a way that makes it easier for the U.S. to track, manage, and sometimes betray. Spiritually, the true sovereignty is with the people and the land, not with the box D.C. built.

🧩 Unincorporated Association — Deep-Dive

What It Is

Any group of 2+ people acting as an organization without incorporating (church group, activist circle, local club).

No Articles, no EIN, no charter — just people agreeing to do stuff together.

The law treats it as “real enough to sue, tax, and penalize,” but not real enough to shield members.

A) One-Time Setup

None legally required — that’s the problem. If you don’t file anything, you’re automatically an unincorporated association in the eyes of the state.

B) Monthly Rhythm

Meet, act, spend money → but no shield, no structure.

Personal bank accounts often used → blurs lines (dangerous).

No required reports → but also no legal recognition.

C) Quarterly Rhythm

Taxes: still must report group income, but with no entity, IRS passes it straight to individuals (Schedule C or misc. income).

Liability: if one member signs a contract, all can be held responsible.

D) Annual Rhythm

No formal return as an association — instead, leaders/members may have to claim income personally.

Risk: if donations are collected, IRS can demand accountability even without status.

E) Event-Driven

If sued: every member may be personally liable.

If injured at an event: members can be held responsible for damages.

If property is bought: title often in one person’s name = messy disputes.

If money collected: seen as taxable income for whoever’s bank account it sits in.

F) Recordkeeping

None required, but if investigated, personal records can be subpoenaed.

G) Perks & Deductions

Grassroots freedom: no paperwork, no fees, no state oversight.

Community immediacy: quick action, informal circles.

BUT no deductions: donors cannot deduct contributions.

No protections: salaries, expenses, assets → all tied to individuals.

H) BBB (Build Back Better) Lens

❌ Not eligible.

BBB programs required recognized entities (LLC, Corp, Nonprofit, Tribal).

Unincorporated associations = invisible to benefits, visible only to penalties.

The Penalties (for “being human together”)

Joint & Several Liability: one person signs a lease, all members can be sued for rent.

Tax Penalties: donations/income treated as personal taxable income.

Property Risk: assets in one person’s name can be seized or fought over.

Court Risk: if someone sues the group, they sue the humans directly.

IRS Risk: collect donations without recognition? IRS can call it fraud.

Soul-Use Reality

Fine for a small prayer group, activist circle, or art collective when you’re just testing waters.

Dangerous for long-term or money-handling missions.

The system punishes humans who try to organize outside of “boxes” — that’s why every other form above exists.

✨ An Unincorporated Association is really the penalty zone — it’s where you land by default if you don’t choose armor. Free and grassroots, yes… but also naked in the storm.

💎 BONUS: “Incorporate the Family” Idea

Give LLCs as baby shower gifts.
Start 501(c)(3)s for birthdays, not bar mitzvahs.
Build trusts at weddings, not just honeymoons.
When you teach kids math, teach them EINs too.
Incorporate the soul. Not just the self.

all knownd corporate american entities

Sole Proprietorship (SP) — Deep-Dive: Tasks, Cadence, Perks

A) One-Time Setup (then renew as required)

B) Monthly Rhythm

C) Quarterly Rhythm (Federal & most states)

D) Annual Rhythm

E) Event-Driven (as needed)

Economic nexus triggers (online sales into other states) → register & collect sales tax where you cross thresholds. New location / signage → zoning & permits. Data collection changes → privacy notices/consents (e.g., CA CPRA). Accepting cards → PCI compliance.

F) If You Hire Employees (SP can have employees)

G) Recordkeeping (suggested minima)

Tax returns & supporting docs: 7 years. Receipts, invoices, bank statements: 7 years. Payroll & HR: 4+ years (some items longer; keep I-9s per rule). Licenses/permits/DBA: keep active + prior copies.

Perks You Do Get as a Sole Proprietor

BBB (Build Back Better) Lens

Pro Tips (that save pain and penalties)

General Partnership (GP) — Deep-Dive: Tasks, Cadence, Perks

A) One-Time Setup (then renew as required)

B) Monthly Rhythm

Bookkeeping: track all income/expenses; reconcile accounts. Sales/use tax filings if required monthly. Distributions: decide how/when profits are pulled. Cash forecast: especially important because partners rely on draws. Partnership meetings (document key decisions—protects everyone).

C) Quarterly Rhythm

Estimated taxes (Form 1040-ES): each partner pays their share personally (partnership income “flows through”). State estimated taxes for each partner. Partnership-level filings: if assigned sales/use tax as quarterly filer. Distribute partner draws (often aligned quarterly).

D) Annual Rhythm

E) Event-Driven

Admitting/retiring a partner → update partnership agreement, file amendments with state if required. Major disputes → arbitration or dissolution clauses triggered. Large purchases/assets → clarify capital contributions.

F) If You Hire Employees

Same as Sole Prop: payroll registration, withholdings, Form 941 quarterly, W-2s annually, etc. Partnership still responsible as employer entity.

G) Recordkeeping

Partnership agreement: keep forever. Tax returns, K-1s, financials: 7 years. Meeting notes, partner decisions: at least 7 years. Licenses/permits: active + prior copies.

Perks You Do Get as a GP

BBB (Build Back Better) Lens

Pro Tips (for GPs)

🟣 Limited Liability Company (LLC) — Deep-Dive

A) One-Time Setup (then renew as required)

B) Monthly Rhythm

Bookkeeping: reconcile accounts, categorize expenses. Sales/use tax filings if selling taxable goods/services. Payroll (if you’ve elected to be taxed as S-Corp and paying yourself a “reasonable salary”). Member meetings/notes: not always legally required, but smart for audit defense.

C) Quarterly Rhythm

D) Annual Rhythm

E) Event-Driven

Admitting new members → amend operating agreement, file with state if required. Changing tax election → file Form 2553 (S-Corp) or Form 8832 (C-Corp). Major asset purchase/loan → record in books, update agreements if needed.

F) Recordkeeping

Operating agreement: forever. Articles/annual reports: active copies. Tax returns: 7 years. Payroll: 4+ years. Minutes/notes (if held): at least 7 years.

G) Perks & Deductions

H) BBB (Build Back Better) Lens

Pro Tips (LLC)

🔴

🔴 Limited Liability Partnership (LLP) — Deep-Dive

A) One-Time Setup (then renew as required)

B) Monthly Rhythm

C) Quarterly Rhythm

D) Annual Rhythm

E) Event-Driven

F) Recordkeeping

G) Perks & Deductions

H) BBB (Build Back Better) Lens

Pro Tips (LLP)

🟡 Corporation (C-Corp) — Deep-Dive

A) One-Time Setup (then renew as required)

B) Monthly Rhythm

Bookkeeping: accrual method often required for larger corps. Payroll: wages to employees/officers, withholdings, benefits admin. Sales/use tax filings if applicable. Board oversight: officers execute daily ops, directors set big decisions. Corporate minutes/consents for significant decisions.

C) Quarterly Rhythm

Estimated corporate income taxes (Form 1120-W): pay quarterly (Apr 15, Jun 15, Sep 15, Dec 15). Form 941 payroll returns (federal) + state equivalents. State estimated taxes. Sales/use tax if assigned quarterly. Quarterly board meetings (keep minutes).

D) Annual Rhythm

E) Event-Driven

Issuing new stock: record with board approval; may need SEC/state filings if raising capital. Mergers/acquisitions: formal board/shareholder approval + filings. Bylaw amendments: must be recorded. Major capital expenditures: board approval.

F) Recordkeeping

Bylaws, articles, stock ledger: forever. Board/shareholder meeting minutes: permanent archive. Corporate resolutions: permanent. Tax returns: 7 years. Payroll/HR: 4+ years.

G) Perks & Deductions

H) BBB (Build Back Better) Lens

Pro Tips (C-Corp)

🟠 S Corporation (S-Corp) — Deep-Dive

A) One-Time Setup (then renew as required)

B) Monthly Rhythm

Payroll: S-Corp owners who work in the business must take a “reasonable salary” via W-2 (not just draws). Bookkeeping: wages, distributions, reimbursements must be cleanly tracked. Sales/use tax filings if relevant.

C) Quarterly Rhythm

Form 941 for payroll taxes (federal) + state equivalents. Estimated tax payments (if needed beyond withholdings). Sales tax if assigned quarterly. Distributions to shareholders (profits beyond wages).

D) Annual Rhythm

E) Event-Driven

Adding/removing shareholders → update records; must maintain citizenship/residency rules. Changing distributions/salaries → document via board/shareholder resolutions. Losing eligibility (e.g., foreign shareholder) → IRS automatically revokes S-status (becomes C-Corp).

F) Recordkeeping

Bylaws/operating agreement. Minutes of shareholder & director meetings. Payroll records (4+ years). Tax returns & K-1s (7 years). Resolutions for major distributions, salaries, loans.

G) Perks & Deductions

Economic nexus triggers (online sales into other states) → register & collect sales tax where you cross thresholds.

New location / signage → zoning & permits.

Data collection changes → privacy notices/consents (e.g., CA CPRA).

Accepting cards → PCI compliance.

Tax returns & supporting docs: 7 years.

Receipts, invoices, bank statements: 7 years.

Payroll & HR: 4+ years (some items longer; keep I-9s per rule).

Licenses/permits/DBA: keep active + prior copies.

Bookkeeping: track all income/expenses; reconcile accounts.

Sales/use tax filings if required monthly.

Distributions: decide how/when profits are pulled.

Cash forecast: especially important because partners rely on draws.

Partnership meetings (document key decisions—protects everyone).

Estimated taxes (Form 1040-ES): each partner pays their share personally (partnership income “flows through”).

State estimated taxes for each partner.

Partnership-level filings: if assigned sales/use tax as quarterly filer.

Distribute partner draws (often aligned quarterly).

Admitting/retiring a partner → update partnership agreement, file amendments with state if required.

Major disputes → arbitration or dissolution clauses triggered.

Large purchases/assets → clarify capital contributions.

Same as Sole Prop: payroll registration, withholdings, Form 941 quarterly, W-2s annually, etc.

Partnership still responsible as employer entity.

Partnership agreement: keep forever.

Tax returns, K-1s, financials: 7 years.

Meeting notes, partner decisions: at least 7 years.

Licenses/permits: active + prior copies.

Bookkeeping: reconcile accounts, categorize expenses.

Sales/use tax filings if selling taxable goods/services.

Payroll (if you’ve elected to be taxed as S-Corp and paying yourself a “reasonable salary”).

Member meetings/notes: not always legally required, but smart for audit defense.

Admitting new members → amend operating agreement, file with state if required.

Changing tax election → file Form 2553 (S-Corp) or Form 8832 (C-Corp).

Major asset purchase/loan → record in books, update agreements if needed.

Operating agreement: forever.

Articles/annual reports: active copies.

Tax returns: 7 years.

Payroll: 4+ years.

Minutes/notes (if held): at least 7 years.

Bookkeeping: accrual method often required for larger corps.

Payroll: wages to employees/officers, withholdings, benefits admin.

Sales/use tax filings if applicable.

Board oversight: officers execute daily ops, directors set big decisions.

Corporate minutes/consents for significant decisions.

Estimated corporate income taxes (Form 1120-W): pay quarterly (Apr 15, Jun 15, Sep 15, Dec 15).

Form 941 payroll returns (federal) + state equivalents.

State estimated taxes.

Sales/use tax if assigned quarterly.

Quarterly board meetings (keep minutes).

Issuing new stock: record with board approval; may need SEC/state filings if raising capital.

Mergers/acquisitions: formal board/shareholder approval + filings.

Bylaw amendments: must be recorded.

Major capital expenditures: board approval.

Bylaws, articles, stock ledger: forever.

Board/shareholder meeting minutes: permanent archive.

Corporate resolutions: permanent.

Tax returns: 7 years.

Payroll/HR: 4+ years.

Payroll: S-Corp owners who work in the business must take a “reasonable salary” via W-2 (not just draws).

Bookkeeping: wages, distributions, reimbursements must be cleanly tracked.

Sales/use tax filings if relevant.

Form 941 for payroll taxes (federal) + state equivalents.

Estimated tax payments (if needed beyond withholdings).

Sales tax if assigned quarterly.

Distributions to shareholders (profits beyond wages).

Adding/removing shareholders → update records; must maintain citizenship/residency rules.

Changing distributions/salaries → document via board/shareholder resolutions.

Losing eligibility (e.g., foreign shareholder) → IRS automatically revokes S-status (becomes C-Corp).

Bylaws/operating agreement.

Minutes of shareholder & director meetings.

Payroll records (4+ years).

Tax returns & K-1s (7 years).

Resolutions for major distributions, salaries, loans.

Payroll filings (Form 941 + state equivalents) if employees.

Estimated taxes generally not required (org itself is exempt), but unrelated business income (UBI) may trigger quarterly estimates.

Grant or donor reporting deadlines often quarterly.

Major gift restrictions: must track and honor donor intent.

Large asset purchase (e.g., building/vehicle): board resolution required.

Program expansion: may need to amend bylaws or IRS filings.

Unrelated business activity: file Form 990-T and pay tax on unrelated income.

Articles, bylaws, IRS determination letter: forever.

Board minutes: forever.

Donor records: at least 7 years (some states require longer).

Tax filings (990s): permanent archive (publicly available).

Grant agreements & reports: length of grant + 7 years.