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Frequently asked questions

124 answers from our advisors.

Plain-English answers to the questions clients ask us most about IRS audits, tax planning, offshore disclosure, Ponzi and fraud losses, donation schemes, audits, government contracting and M&A.

IRS Audit & Tax Controversy

20 common questions

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What should I do first when I get an IRS letter?

Read it for the notice number (shown at the top or bottom right), the tax year and the response deadline. Do not ignore it and do not call the IRS before you understand what it is asking. Send us a copy; many notices can be resolved in writing without an audit.

Is a CP2000 notice an audit?

Not exactly. A CP2000 is an automated underreporter notice that says income reported to the IRS (for example on a 1099 or W-2) does not match your return. You have about 30 days to agree, partly agree or disagree with documentation, and a well-supported response often reduces or removes the proposed tax.

What types of IRS audits are there?

Correspondence audits are handled by mail and usually cover one or two items. Office audits take place at an IRS office, and field audits are conducted at your home or business by a revenue agent and usually cover a whole return. The type affects how we prepare and who attends.

Do I have to meet the IRS agent myself?

Usually not. With a signed Form 2848 (power of attorney), a CPA can represent you, attend meetings, receive notices and speak with the agent on your behalf. In most audits the taxpayer never needs to meet the examiner.

How far back can the IRS audit?

Generally three years from the date the return was filed. The period is six years if income was understated by more than 25%, and there is no time limit for fraud or for years when no return was filed.

The IRS asked me to sign Form 872 to extend the statute. Should I?

Often it is in your interest, because refusing can lead the agent to issue a notice of deficiency based on incomplete information. But the extension can sometimes be limited to specific issues or a specific date. Talk to us before you sign.

What is a notice of deficiency (90-day letter)?

It is the IRS's formal determination that you owe more tax. You have 90 days (150 if the notice is addressed to you outside the US) to file a petition with the U.S. Tax Court. If you miss that deadline, the IRS can assess the tax and you lose the right to go to Tax Court without paying first.

Can I appeal an audit result?

Yes. After a 30-day letter you can request a conference with the IRS Independent Office of Appeals, which is separate from the examination function and considers the hazards of litigation. Many cases settle at Appeals for less than the agent proposed.

What is an offer in compromise?

An offer in compromise lets you settle a tax debt for less than the full amount when you cannot reasonably pay it in full, based on your income, expenses and asset equity. It is filed on Form 656 with detailed financial statements, and the IRS accepts offers only when the numbers support them.

Can the IRS remove penalties?

Yes. First-time abatement can remove failure-to-file and failure-to-pay penalties if you had no penalties in the prior three years and are otherwise compliant. Reasonable-cause relief is available for illness, disasters, reliance on professional advice and similar circumstances.

Can I set up a payment plan with the IRS?

Yes. Individuals who owe $50,000 or less in combined tax, penalties and interest can usually get a streamlined installment agreement of up to 72 months without detailed financial statements. Larger balances require financial disclosure and negotiation.

How long does the IRS have to collect a tax debt?

Generally 10 years from the date the tax is assessed, known as the collection statute expiration date. Certain events, such as an offer in compromise, bankruptcy or a collection due process hearing, pause that clock.

What is the Trust Fund Recovery Penalty?

When a business does not pay over payroll taxes withheld from employees, the IRS can assess a penalty equal to 100% of the unpaid trust fund taxes against the people responsible for paying them, such as owners and officers. You have 60 days to appeal the proposed assessment (Letter 1153).

The IRS sent a final notice of intent to levy. What now?

A final notice (such as Letter 1058 or LT11) gives you 30 days to request a Collection Due Process hearing. That hearing stops most levy action while it is pending and lets you propose an installment agreement, offer in compromise or other alternative.

Can my spouse's tax problem become mine?

If you filed jointly, both spouses are generally liable for the full tax. Innocent spouse, separation of liability and equitable relief (Form 8857) can protect a spouse who did not know about the understatement or should not fairly be held liable.

I have not filed tax returns for several years. What should I do?

Start filing before the IRS contacts you. In most cases the IRS expects the last six years of returns to be filed. Coming forward voluntarily usually limits penalties and avoids the IRS preparing substitute returns that overstate what you owe.

Can you help with state tax audits too?

Yes. We handle state income tax, sales and use tax, payroll tax and residency audits, including Virginia, Maryland, DC and New York. State audits often follow federal changes, so we coordinate both.

What is a New York residency audit?

New York reviews people who claim to have moved away or who spend time in the state. You can be taxed as a statutory resident if you keep a permanent place of abode there and spend more than 183 days in New York. Records of where you were each day are central to the defense.

Can I take my case to Tax Court without a lawyer?

Yes. Taxpayers may represent themselves, and the small tax case (S case) procedure is available for disputes of $50,000 or less per year. We work with you and, when needed, with outside tax counsel on Tax Court matters.

How much does IRS audit representation cost?

It depends on the type of audit, the number of years and issues, and the condition of your records. After reviewing the notice we give you a written scope and fee before work begins.

Tax Planning & Advisory

20 common questions

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When should a business elect S corporation status?

When profits are high enough that the self-employment tax saved on distributions outweighs the cost of payroll, a reasonable salary, and extra filings. For many owners that point comes once net profit is well into six figures, but the answer depends on your state, your industry and your plans.

What is reasonable compensation for an S corporation owner?

The salary you take must be reasonable for the services you provide, based on factors such as your role, hours, industry pay data and what the business could pay someone else. Paying too little invites IRS reclassification of distributions as wages.

What is a pass-through entity tax (PTET) election?

Many states, including Virginia, Maryland and New York, let partnerships and S corporations pay state income tax at the entity level. The entity deducts that tax for federal purposes, which works around the individual cap on state and local tax deductions, and owners get a state credit.

What is the SALT deduction cap now?

Under the 2025 tax law, the cap on itemized state and local tax deductions rose to $40,000 starting in 2025, increasing slightly each year through 2029, then returning to $10,000. The higher cap phases down for taxpayers with income above $500,000, which makes PTET elections still valuable for many owners.

Is the 20% qualified business income deduction still available?

Yes. The section 199A deduction for qualified business income from pass-through businesses was made permanent in 2025. Limits based on wages, property and specified service businesses still apply at higher income levels.

Is 100% bonus depreciation back?

Yes. The 2025 tax law made 100% bonus depreciation permanent for qualifying property acquired after January 19, 2025. Combined with a cost segregation study, it can create large first-year deductions for buildings and improvements.

Can I deduct research and development costs immediately again?

Yes. Starting with tax years beginning after 2024, domestic research and experimental costs can again be deducted currently under section 174A. Foreign research must still be amortized over 15 years, and smaller businesses may be able to apply the change to earlier years.

Can a startup use the R&D credit against payroll tax?

Yes. A qualified small business, generally one with under $5 million in gross receipts and no receipts more than five years back, can apply up to $500,000 of research credit per year against its payroll taxes.

How do I avoid estimated tax penalties?

Pay enough during the year through withholding and quarterly estimates. You are generally protected if you pay 100% of last year's tax, or 110% if your prior-year adjusted gross income was over $150,000, or 90% of this year's tax.

What are the new tip and overtime deductions?

For 2025 through 2028, eligible workers can deduct qualified tips up to $25,000 and the premium portion of qualified overtime pay up to $12,500 ($25,000 for joint filers), with phase-outs at higher incomes. Employers need to track and report these amounts.

Do I need to report foreign bank accounts?

If the combined highest balances of your foreign financial accounts exceed $10,000 at any time during the year, you must file an FBAR (FinCEN Form 114), due April 15 with an automatic extension to October 15. Penalties for missing it can be severe.

What is Form 8938 and how is it different from the FBAR?

Form 8938 is filed with your tax return to report specified foreign financial assets above certain thresholds, for example $50,000 at year end or $75,000 at any time for a single filer living in the US. Many people must file both forms, which go to different agencies.

Are my mutual funds in India a tax problem?

Usually they are passive foreign investment companies (PFICs). Each one is reported on Form 8621 and can be taxed under punitive default rules unless an election is made. Planning before you sell or redeem helps.

I missed foreign reporting in prior years. What can I do?

If the failure was not willful, the Streamlined Filing Compliance Procedures let you file three years of amended or late returns and six years of FBARs, with a 5% penalty for US residents and no penalty for qualifying non-residents.

Do I pay US tax on a gift or inheritance from family abroad?

The gift itself is generally not taxable to you, but gifts or bequests from foreign individuals totaling more than $100,000 in a year must be reported on Form 3520. Penalties for missing it can be large, so report even when no tax is due.

What is the federal estate tax exemption in 2026?

The 2025 tax law set the federal estate and lifetime gift tax exemption at $15 million per person for 2026, indexed for inflation after that. Some states, including Maryland and New York, have their own estate taxes with much lower exemptions.

What is the Augusta rule?

Under section 280A(g), you can rent your home for up to 14 days a year without reporting the rental income. A business can rent your home for legitimate meetings at fair rent and deduct the cost, if it is properly documented.

How can short-term rentals reduce my taxes?

If the average guest stay is seven days or less and you materially participate, the rental is not treated as a passive activity, so losses, often increased by cost segregation and bonus depreciation, can offset other income.

What is real estate professional status?

If you spend more than 750 hours a year and more than half of your working time in real property businesses and materially participate in your rentals, rental losses are not passive and can offset wages and business income. Good time records are essential.

Do I still need to file a beneficial ownership (BOI) report?

Under FinCEN's March 2025 rule, companies created in the United States and their US owners are exempt from BOI reporting. Only certain foreign companies registered to do business in the US must still report.

Audit & Assurance

20 common questions

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What is the difference between an audit, a review and a compilation?

An audit gives reasonable assurance that financial statements are fairly presented and includes testing and confirmations. A review gives limited assurance based mainly on inquiry and analytics. A compilation presents your numbers in proper form with no assurance.

Why would my company need an audit?

Lenders, sureties, investors, buyers, franchisors, government agencies and some contracts require audited financial statements. An audit also strengthens controls and gives owners confidence in their numbers.

What does it mean that VG CPA PC is PCAOB-registered?

The Public Company Accounting Oversight Board registers firms that audit public companies and broker-dealers. Registration means our firm is subject to PCAOB oversight in addition to AICPA peer review.

How long does an audit take?

For a well-prepared mid-size company, fieldwork often takes one to three weeks and the full process six to ten weeks from planning to report. First-year audits and companies with weak records take longer.

What will the auditors ask for?

A trial balance, bank statements and reconciliations, receivable and payable details, fixed asset and debt schedules, significant contracts, payroll records and support for selected transactions. We provide a prepared-by-client (PBC) list at the start.

Does my 401(k) plan need an audit?

Generally yes if the plan had 100 or more participants with account balances at the beginning of the plan year. Under the 80-120 rule, a plan with 80 to 120 participants may keep filing as it did the year before.

When is the 401(k) audit due?

The audit report is filed with Form 5500, due the last day of the seventh month after the plan year ends (July 31 for calendar-year plans). Form 5558 extends the deadline by two and a half months.

What is an ERISA section 103(a)(3)(C) audit?

It is the current name for what used to be called a limited-scope audit. When a qualified bank or insurer certifies the investment information, the auditor does not audit those investments, which reduces cost while still testing contributions, distributions and participant data.

What kinds of audit opinions are there?

An unmodified (clean) opinion says the statements are fairly presented. A qualified opinion has an exception, an adverse opinion says the statements are materially misstated, and a disclaimer means the auditor could not obtain enough evidence.

What is a going concern paragraph?

Management and the auditor must evaluate whether there is substantial doubt about the company's ability to continue for one year after the statements are issued. If so, the report includes an explanatory paragraph, which lenders and sureties read closely.

How does the lease standard (ASC 842) affect my balance sheet?

Most leases longer than 12 months must be recorded as a right-of-use asset and a lease liability. That can affect debt covenants, so it is worth reviewing the impact with your lender in advance.

What is ASC 606 revenue recognition?

It is the five-step model for recognizing revenue when control of goods or services transfers to the customer. Contractors, software companies and businesses with multi-element contracts are most affected.

What are agreed-upon procedures?

An engagement in which we perform specific procedures that you and a third party agree on, such as testing royalty calculations or grant spending, and report the findings without giving an opinion. They are useful when a full audit is not required.

Can the same firm do our taxes and our audit?

Yes, for private companies, subject to independence rules. Tax preparation and advice are generally permitted alongside an audit, but the auditor cannot make management decisions or keep your books in a way that impairs independence.

How do I choose between a review and an audit?

Start with what your lender, surety or investor requires. A review costs less and is often enough for smaller credit lines; an audit is usually required for larger loans, bonding capacity, sale processes and regulated industries.

Why do sureties care about audited statements?

Bonding companies set construction contractors' bonding limits based on working capital and equity in CPA-prepared statements. Audited statements with work-in-progress schedules usually support the highest capacity.

Will the auditor find fraud?

An audit is designed to detect material misstatement, including from fraud, but it is not a forensic investigation. If fraud is suspected, a separate forensic engagement with a targeted scope is the better tool.

What is an internal control review?

A review of how transactions are authorized, recorded and checked, with recommendations to reduce errors and fraud risk. Auditors report significant deficiencies and material weaknesses to management and those charged with governance.

How much does an audit cost?

Fees depend on revenue, transaction volume, the number of locations and entities, inventory, the quality of records and reporting deadlines. We quote a fixed fee after a short planning discussion.

Can you audit a company that uses QuickBooks or other small business software?

Yes. Most of our private company audits are of businesses using QuickBooks, Xero, NetSuite and similar systems. What matters is that the books are reconciled and supported.

Government Contracting, DCAA & 8(a)

20 common questions

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What does DCAA do?

The Defense Contract Audit Agency audits contractors' costs, accounting systems, proposals and incurred cost submissions, mainly for Department of Defense contracts and for other agencies by agreement. Its findings are advisory to the contracting officer.

What is the difference between DCAA and DCMA?

DCAA audits; DCMA administers contracts. DCMA contracting officers make decisions such as approving business systems and setting final indirect rates, often based on DCAA audit reports.

When do I need a DCAA-compliant accounting system?

Before you can receive a cost-reimbursable or time-and-materials contract, the government must find your accounting system adequate, often through a pre-award survey on SF 1408. Fixed-price-only contractors face lighter requirements.

What does SF 1408 review?

It checks that your system segregates direct and indirect costs, identifies costs by contract, excludes unallowable costs, records time by job, and produces reliable interim billing and final cost information.

What is an incurred cost submission?

Contractors with flexibly priced contracts must submit their actual indirect rates and costs each year. It is due six months after the end of your fiscal year under FAR 52.216-7, usually using DCAA's ICE model.

What happens if my incurred cost submission is late or inadequate?

The contracting officer can set rates unilaterally, payments can be withheld, and contract closeouts are delayed. An adequate submission on time keeps your rates under your control.

What are indirect rates?

They are pools of costs, typically fringe, overhead and G&A, divided by allocation bases such as direct labor or total cost input. Rates determine how indirect costs are charged to contracts and how competitive your pricing is.

What are provisional billing rates?

Interim rates the government approves for invoicing before final rates are settled. At year end, actual rates are compared with billing rates and the difference is trued up, so keeping billing rates close to actual avoids large refunds.

What costs are unallowable?

FAR Part 31.205 lists them, including entertainment, alcohol, bad debts, interest, fines and penalties, lobbying, donations and certain legal costs. Unallowable costs must be identified and excluded from billings, proposals and incurred cost submissions.

Why does timekeeping matter so much?

Labor is usually the largest cost on government contracts. Employees should record all hours worked daily, including uncompensated overtime, to the correct charge codes, with supervisor approval and controlled corrections.

What are the Cost Accounting Standards (CAS)?

A set of rules for measuring, assigning and allocating costs that apply to larger negotiated contracts. Small businesses are generally exempt, but CAS principles still shape good practice.

What is the SBA 8(a) program?

A nine-year business development program for small businesses at least 51% unconditionally owned and controlled by socially and economically disadvantaged individuals. Participants can receive sole-source and set-aside contracts.

What are the 8(a) economic disadvantage limits?

For initial and continuing eligibility, the disadvantaged owner's adjusted personal net worth generally must be under $850,000, with additional limits on average adjusted gross income ($400,000 over three years) and total assets ($6 million), subject to certain exclusions.

What is the 8(a) annual review?

Each year participants submit financial statements, tax returns, personal financial information and business plans so SBA can confirm continued eligibility and track progress toward non-8(a) revenue targets.

How are small business size standards measured?

SBA size standards are set by NAICS code, usually based on average annual receipts over the last five years or average employees over 24 months. Affiliates' receipts or employees are generally included.

What is the SBA Mentor-Protégé Program?

It pairs a small business with an experienced contractor for assistance and allows joint ventures that can compete for set-aside contracts as small. Agreements require SBA approval and annual reporting.

What is a wrap rate?

The multiplier applied to direct labor to cover fringe, overhead, G&A and fee. Knowing your wrap rate is key to pricing proposals that are competitive and still profitable.

Is CMMC an accounting requirement?

No. The Cybersecurity Maturity Model Certification is a DoD cybersecurity requirement being phased into contracts. It matters to finance teams because it affects eligibility for awards and requires budgeting for compliance costs.

Can a CPA firm prepare our incurred cost submission and support DCAA audits?

Yes. We prepare incurred cost submissions, develop indirect rate structures, review accounting systems for adequacy and support clients through DCAA and DCMA audits.

What should I do when DCAA schedules an audit?

Confirm the scope and timing, gather the requested data, and prepare a reconciliation of your books to the submission. Having an advisor coordinate the entrance conference and responses keeps the audit focused and on schedule.

Offshore Disclosure, Ponzi Losses & Donation Schemes

24 common questions

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What is the Streamlined Domestic Offshore Procedure (SDOP)?

SDOP lets US residents who failed to report foreign income or accounts, without willful intent, get compliant by filing three years of amended returns and six years of FBARs, paying the tax and interest, and paying a 5% miscellaneous offshore penalty instead of the much larger standard penalties.

Who qualifies for the Streamlined procedures?

Individuals whose failure to report was non-willful, meaning it resulted from negligence, inadvertence, mistake or a good-faith misunderstanding of the law. You sign a certification (Form 14654 for SDOP, Form 14653 for non-residents) explaining the facts, so the narrative must be accurate and well supported.

How is the 5% SDOP penalty calculated?

It is 5% of the highest year-end aggregate balance of the foreign financial assets that should have been reported, measured across the years covered by the filing. Accounts that were properly reported are not included in the base.

What if I live outside the United States?

The Streamlined Foreign Offshore Procedures (SFOP) are available to individuals who meet the non-residency test, generally being outside the US for at least 330 days and having no US home in at least one of the last three years. There is no miscellaneous offshore penalty under SFOP.

Can I use the Streamlined procedures if the IRS has already contacted me?

No. If you are under civil examination or criminal investigation, the Streamlined procedures are not available, even for unrelated years. That is why it is important to come forward before the IRS reaches out.

I reported all my income but never filed FBARs. Do I need SDOP?

Possibly not. If you reported and paid tax on all foreign income, are not under examination and have not been contacted by the IRS about the missing FBARs, the Delinquent FBAR Submission Procedures let you file the late FBARs with an explanation, and the IRS generally does not impose a penalty.

I missed Form 5471, 8865 or 3520 but paid all my tax. What can I do?

The Delinquent International Information Return Submission Procedures let you file late information returns with a reasonable-cause statement. Penalties can still be assessed, so the reasonable-cause statement and supporting facts are what protect you.

What is a quiet disclosure, and why is it risky?

A quiet disclosure is simply filing amended returns or late FBARs without using a formal procedure or explaining the facts. The IRS can still assess full penalties, and it may treat a quiet disclosure as evidence of a deliberate attempt to avoid them.

What if my failure to report was willful?

The Streamlined procedures are not available. The IRS Criminal Investigation Voluntary Disclosure Practice (Form 14457) is the path for willful cases. It generally involves six years of filings, a 75% civil fraud penalty on the highest year and a willful FBAR penalty, but it is designed to resolve exposure without criminal prosecution.

How large is the non-willful FBAR penalty?

After the Supreme Court's 2023 Bittner decision, the non-willful penalty applies per FBAR report, not per account, with a maximum of a little over $16,000 per year after inflation adjustments. Willful penalties can reach 50% of the account balance per violation.

Is interest on my NRE or NRO account in India taxable in the US?

Yes. US citizens and residents are taxed on worldwide income, so interest on NRE, NRO and fixed deposit accounts is taxable in the US even if India exempts it. Indian tax withheld can usually be claimed as a foreign tax credit on Form 1116.

Can I deduct money I lost in a Ponzi scheme?

Yes. Losses from a Ponzi scheme you entered to make a profit are generally deductible as a theft loss under section 165(c)(2). Unlike a capital loss, the deduction is ordinary, is not capped at $3,000 a year and is not subject to the limits on personal casualty losses.

What is the Ponzi scheme safe harbor?

Revenue Procedure 2009-20 lets qualifying investors deduct 95% of their qualified investment in the year the fraud is discovered if they are not pursuing third-party recovery, or 75% if they are, without having to prove the exact recovery amount. You elect it by attaching a required statement to the return.

When do I claim a Ponzi scheme or fraud loss?

In the year the theft is discovered, which under the safe harbor is generally the year the lead figure is charged by indictment, information or criminal complaint. If you have a reasonable prospect of recovering money, the portion you may recover is deferred until it becomes reasonably certain.

How do I calculate the amount of my Ponzi loss?

Start with the cash you invested, add the fictitious income you reported on prior returns, and subtract any withdrawals. Recoveries from receivers, insurance or SIPC reduce the loss. Good records of deposits, statements and prior returns are essential.

Can I deduct losses from a crypto investment scam?

Possibly. In a 2025 Chief Counsel memorandum, the IRS concluded that victims of certain crypto investment scams, such as pig-butchering schemes, who transferred funds with a profit motive can claim a theft loss under section 165(c)(2). Each case depends on the facts, and reports to the FBI's IC3 and police help document the theft.

What if my theft loss is larger than my income?

The excess can create a net operating loss that is generally carried forward to offset income in future years. Planning the timing of other income and deductions can help you use the loss efficiently.

A receiver clawed back money I withdrew from the scheme. Is that deductible?

Amounts you repay to a trustee or receiver generally increase your theft loss or are deductible in the year paid, depending on how the original withdrawals were treated. Keep the settlement documents for your return.

My K-1 shows a large charitable deduction from an easement or donation partnership. Can I rely on it?

Not safely. The deduction is claimed on your own return, so you are responsible for it even though another company issued the K-1. The IRS treats syndicated conservation easements as listed transactions, requires disclosure on Form 8886, and has won many Tax Court cases disallowing these deductions entirely.

What is the 2.5 times rule for conservation easement partnerships?

For contributions made after December 29, 2022, SECURE 2.0 disallows a partnership's conservation easement deduction if it exceeds 2.5 times the sum of the partners' relevant basis, with limited exceptions such as a three-year holding period or family partnerships. Deals promising a 4-to-1 or 5-to-1 write-off generally fail this test.

What penalties apply if a donated property's value is overstated?

If the value claimed is 200% or more of the correct value, a 40% gross valuation misstatement penalty applies, and for charitable contributions there is no reasonable-cause defense. Failing to disclose a listed transaction adds a separate penalty.

The donation partnership is under IRS audit. What does that mean for me?

Under the centralized partnership audit rules, the IRS deals with the partnership representative, and the result can be an imputed underpayment at the partnership level or adjustments pushed out to each partner. Either way the tax, penalties and interest ultimately fall on the investors, so watch the deadlines and ask for copies of IRS correspondence.

I invested in a donation deal the IRS has warned about. What should I do now?

Have the transaction reviewed before the IRS contacts you. Depending on the facts and statute dates, filing a qualified amended return or settling under an IRS initiative can reduce penalties. You may also have claims against the promoters and appraisers.

What documentation does the IRS require for non-cash donations?

Non-cash gifts over $500 require Form 8283. Gifts over $5,000 generally need a qualified appraisal by a qualified appraiser and a signed Section B, and for gifts over $500,000 the appraisal must be attached to the return. Missing paperwork alone can lead to the deduction being denied.

M&A, Valuation & Strategic Advisory

20 common questions

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What is a quality of earnings (QoE) report?

An analysis of a company's historical earnings that tests whether reported EBITDA is sustainable, adjusting for one-time items, owner expenses, accounting errors and run-rate changes. Buyers and lenders rely on it to price a deal.

How is a QoE different from an audit?

An audit gives an opinion on whether financial statements follow GAAP. A QoE focuses on normalized, recurring earnings, cash conversion and working capital for deal pricing, and is not an opinion.

Should a seller get its own QoE?

Often yes. A sell-side QoE finds issues before buyers do, supports your asking price, shortens diligence and reduces the risk of a late-stage price cut.

What is a net working capital peg?

A target level of working capital the business must deliver at closing, usually based on a trailing 12-month average. If actual working capital is above or below the peg, the purchase price is adjusted.

What are common EBITDA adjustments?

Owner compensation above or below market, personal expenses, one-time legal or consulting fees, related-party rent at non-market rates, accounting corrections and the run-rate effect of new contracts or price changes.

Is an asset sale or a stock sale better for taxes?

Buyers usually prefer asset purchases for the stepped-up basis and depreciation; sellers usually prefer stock sales for capital gain treatment and a single level of tax. The structure is a negotiated trade-off reflected in price.

What are section 338(h)(10) and 336(e) elections?

Elections that treat a stock purchase of an S corporation or subsidiary as an asset purchase for tax purposes, giving the buyer a basis step-up while legally transferring the shares.

What is an F reorganization in a deal?

A pre-sale restructuring in which an S corporation becomes a subsidiary of a new holding company and converts to an LLC, so the buyer can purchase LLC interests treated as assets while preserving the S election history.

How is the purchase price allocated for tax purposes?

Buyer and seller allocate the price among asset classes (cash, receivables, inventory, equipment, intangibles and goodwill) and report it on Form 8594. The allocation affects the seller's ordinary versus capital gain and the buyer's deductions.

How is goodwill treated for tax?

Purchased goodwill and most acquired intangibles are amortized over 15 years under section 197.

What methods are used to value a business?

The income approach (discounted cash flow or capitalized earnings), the market approach (comparable companies and transactions) and the asset approach. A credible valuation weighs the approaches that fit the company.

When do I need a formal business valuation?

For gifts and estate planning, buy-sell agreements, shareholder disputes, divorce, SBA lending, stock option (409A) pricing, purchase price allocation and charitable contributions of business interests.

What is a 409A valuation?

An independent valuation of a private company's common stock used to set stock option exercise prices. Options granted below fair market value can trigger immediate tax and penalties for employees.

What valuation discounts apply to gifts of business interests?

Gifts of minority interests in private companies can reflect discounts for lack of control and lack of marketability. The IRS scrutinizes these discounts, so a qualified appraisal is essential.

How are earnouts taxed?

For the seller, earnout payments are generally additional purchase price and can qualify for installment sale reporting, so gain is recognized as payments are received. Payments tied to continued employment can instead be treated as compensation.

Can I defer tax on a sale with seller financing?

Often yes. Under the installment method, gain is generally reported as principal payments are received, though depreciation recapture is taxed in the year of sale.

What is the QSBS exclusion?

Section 1202 lets eligible shareholders of qualified C corporations exclude gain on stock held long enough. For stock issued after July 4, 2025, the exclusion is 50% after three years, 75% after four and 100% after five, up to $15 million per issuer, for companies with up to $75 million in gross assets.

What does tax due diligence look for?

Unfiled returns, sales tax and income tax nexus in other states, payroll and worker classification, S corporation eligibility, aggressive positions and exposure that could follow the buyer after closing.

How long does financial due diligence take?

Typically three to six weeks once data is available, depending on the size of the target, the quality of its records and how quickly management responds.

How do I prepare my business for a sale?

Clean up the books, separate personal expenses, document recurring revenue and customer contracts, resolve tax exposures, consider a sell-side QoE and plan the tax structure with your advisors one to three years before going to market.

These answers are general information based on federal law as of 2026, not advice for your situation. Tax rules change and depend on your facts. Please speak with an advisor before acting.

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