C-Corp Comeback (Yes, Really)
With new QSBS enhancements (§1202), a C-Corp structure may now offer massive tax-free exit potential — up to $15M per founder.
Add in R&D expensing (§174A) and refundable credits, and tech-forward SMBs can burn cash strategically without giving up equity.
Add Opportunity Zones, and you’ve got another layer of long-term gain exclusion.
S-Corps: Still Strong for Active Income + Payroll Strategy
Use S-Corp structure to avoid SE tax on distributions while still capturing §179 and bonus depreciation from capital investments.
Leverage new §274(n)(2)(D) 100% meals deduction and Section 129 childcare credits via payroll.
Still optimal for solo operators, professional services firms, or high-margin domestic SMBs.
LLCs: The Flexible Middle Ground
Combine with real estate strategies: cost seg + bonus depreciation, passive income grouping.
LLCs still work well for family-owned real estate, but may miss out on QSBS or certain credits.
Hybrid Plays
Start as an LLC taxed as an S-Corp, convert to C-Corp later to take advantage of QSBS or equity fundraising.
“LLC Wrap” for IP licensing structures: Hold IP in LLC, license to operating C-Corp.
Conclusion:
The best entity structure is no longer a set-it-and-forget-it decision. With major updates to interest deductibility (§163(j)), depreciation (§168(k)), R&D expensing (§174A), QSBS (§1202), and more — it’s time to model out your 2025–2030 tax strategy and pivot accordingly.