CPAs for data center and AI infrastructure startups, US and Canada.
We keep monthly books for your board, file Form 1120 and Delaware franchise tax, and plan each founder's 83(b), including founders in Canada, Taiwan, mainland China or Hong Kong. New subsidiaries and suppliers too. English, Mandarin or Cantonese. Free 10-minute call.
Monthly financials for your board and investors, Form 1120, Delaware franchise tax, and planning for founder stock, SAFEs and GPU purchases. For GPU clouds and neoclouds, AI chip and AI hardware, liquid cooling, power technology and data center software companies.
Founders in mainland China, Taiwan or Hong Kong
A Delaware C corporation run from abroad: Form 5472 when it applies, paying founders who live outside the US, and the US tax on dividends or interest sent to Taiwan.
Canadian founders, and startups that flipped to Delaware
Each founder's Canadian filings for US shares; paying a co-founder in Canada, and whether the company must then file there; and after a flip, the Canadian T2, the parent's Form 1120 with Form 5471, and the company's status as a Canadian-controlled private corporation (CCPC).
Self-funded, or not yet raised
GPU rental, inference, colocation and hosting businesses, including miners moving to GPU hosting, and software firms: choosing a C corporation, S corporation or LLC, and the returns due even with no revenue. Year-end returns only, if that's all you need.
Just starting: a new US or Canadian subsidiary
Switchgear, transformer, UPS, cooling, server and cable makers with a parent in Taiwan, mainland China, Hong Kong or Canada: US company setup, monthly books for your parent, the first Form 1120 with Form 5472 or a Canadian T2, and state reports. Mandarin or Cantonese with your parent's finance team.
Established: suppliers starting data center projects
Manufacturers, distributors, resellers and rack integrators: exemption certificates and direct pay permits from data center buyers, sales tax in new states, GST/HST in Canada, and inventory books. Alongside your current accountant on just the new states or Canada, or taking over.
Crews and engineers working across the border
US electricians and technicians on Canadian data centre sites, and engineers sent from Taiwan, mainland China or Canada to US sites: withholding planned before day one, the 15% a Canadian client holds back, and each worker's US and Canadian returns.
Selling or leasing land to a data center developer
A developer wants to buy, lease or option your land, or a utility wants a power line easement. We work out the tax on each offer before you sign, even if you live across the border.
What happens, and what we file
Your startup's first year
Company, state and EINC corporation, S corporation or LLC, Delaware or your home state, and the EIN, before the first contract, wire or round. Then registering where you work: in Texas, a report each May 15, even with no tax due.
83(b) election planningA founder whose shares vest has 30 days after receiving them to mail it to the IRS. We plan it before the shares are issued.
Form 1120, even with no revenueDue April 15 for a calendar year. Form 7004 gives more time to file.
Delaware report and franchise taxDue March 1, filed with your issued shares and gross assets so Delaware can use the method with the lower tax.
After you raise
Monthly booksA profit and loss statement and balance sheet each month, for you, your board and your investors.
SAFEs, notes and share issuesBooked when the money arrives, with gross assets at each share issue kept on record for the qualified small business stock (QSBS) tests.
Deducting research and software costsUS research and software development, including the pay of the engineers doing it, deducted in the year paid or incurred. Work done outside the US, such as by a co-founder in Vancouver or a team in Taiwan, is spread over 15 years.
Hires in other states or CanadaPayroll accounts and state returns where people work, including California's $800 minimum tax, which a newly registered corporation skips in its first taxable year, and a CRA payroll account for staff in Canada.
Filings caught up before a roundMissing returns, Forms 5472 and Delaware reports filed, and the schedules investors or your auditor ask for.
Founders abroad, and Canadian startups
Form 5472, and money sent to foundersForm 5472 with the Form 1120 when one foreign person owns 25% or more and the company deals with them; dividends or interest paid to Taiwan are generally withheld at 30%, with no treaty to lower it.
Founders living in CanadaEach founder's T1, with Form T1134 for a stake of 10% or more, or Form T1135 once foreign property costs over CAN$100,000.
A Delaware parent over a Canadian companyThe tax worked out before the change, including CCPC status. Then the Canadian company's T2 and any T106, and the parent's Form 1120 with Form 5471 for the Canadian company.
New subsidiaries of a parent abroad
SetupA US corporation or LLC with its EIN, or a plan for a Canadian branch or corporation and the business number and GST/HST account it needs, before the first contract or wire.
Form 1120, Form 5472 and state returnsThe federal return, a Form 5472 for each related party it dealt with, such as the parent, and state returns such as the Texas franchise tax report.
Reporting to your parentMonthly books with intercompany balances matched, and the year-end figures your parent's auditor asks for. Your parent's adviser sets transfer prices; we book them and report them on Form 5472.
Canadian returnsThe T2 every year, even with no tax to pay; Form T106 above CAN$1 million of dealings with related parties abroad; Form T1134 for a Canadian parent's US company.
Shares or a loanHow the parent funds the company, and the US tax withheld when interest or dividends go back.
Established companies
Switching or catching upLast year's returns and books as the starting point; late returns, late Forms 5472 with a reasonable-cause statement, and missing state reports filed.
Servers, hosting and what you bill
GPU and server write-offs100% bonus depreciation, Section 179 or electing out in the US, and capital cost allowance in Canada, planned before year-end.
What you charge customersWhich colocation, hosting and GPU cloud charges are taxable: states treat cloud services and data processing differently; GST/HST in Canada.
Hardware invoicesWhich lines are taxable when you sell servers with installation or maintenance, and the exemption certificates buyers give you.
Machines hosted across the borderUS-owned machines in data centres in Canada, or Canadian-owned machines in US sites: where the owner files, and the tax on the hosting invoice.
Your quote lists every company, country, year and form before any work starts.
What it costs
Quoted for youAfter your consultation
One filing, such as a Delaware annual report; year-end returns only; or monthly books and payroll too. Quoted after your free call from the companies, countries, years and filings you need. You see the fee before any work starts.
Yes, from pre-seed to Series B, and self-funded startups too: GPU clouds and neoclouds, AI chip and AI hardware makers, liquid cooling and power technology companies, and data center software. We keep the monthly books, file the federal, state, Delaware and Canadian returns, and plan the tax on founder stock, research costs, GPU purchases and new hires, with founders in the US, Canada, Taiwan, mainland China or Hong Kong. If you have a finance lead or an outside CFO, we work alongside them.
Our Delaware franchise tax notice says we owe tens of thousands of dollars. Is that right?
It may not be. Delaware's notice uses the authorized shares method: 10,000,000 authorized shares come to $85,165. The other method, assumed par value capital, uses your issued shares and total gross assets. With 9,000,000 of those shares issued at a small par value and $500,000 of assets, it gives the $400 minimum. You pay the lower of the two once your annual report gives those figures. A new round or an equipment loan raises gross assets, so we work out both methods each year and file the report, with its $50 fee, by March 1. Filing late costs $200 plus 1.5% interest a month.
We're founders outside the US with a Delaware C corporation. What does the company file?
Form 1120 every year, even with no revenue, due April 15 for a calendar year. If one foreign person owns 25% or more, it adds a Form 5472 for each related party it dealt with, such as a founder who lent it money; not filing one on time costs $25,000. Then the Delaware report and franchise tax by March 1, and returns in states where the company does business. Founders living in Canada may also file Form T1134 or T1135 there, and we prepare those too.
We flipped, or plan to flip, to a Delaware parent. What happens to our CCPC status and SR&ED?
Once a non-resident corporation, such as a Delaware parent run from the US, controls your Canadian company, it is no longer a Canadian-controlled private corporation (CCPC). It loses the small business deduction on its first $500,000 of active business income, and the enhanced SR&ED credit: most CCPCs get 35% on up to $6 million of spending, refunded in cash on day-to-day costs, while other companies get 15%, used only against tax they owe. The change can also end its tax year early, adding a T2. Your lawyer makes the change; we work out the tax on both sides first. Then we file the Canadian company's T2 and any T106, the parent's Form 1120 with Form 5471 (missing one costs $10,000 a year) and its Delaware report, and the founders' Canadian returns.
We're buying GPU servers. Can we write them off this year?
Yes, if they qualify. In the US, servers acquired and placed in service after January 19, 2025 can take 100% bonus depreciation, or Section 179 instead. In a loss year, though, bonus depreciation only grows your net operating loss, which later offsets just 80% of taxable income, and funding rounds that shift more than half the ownership within three years can cap its yearly use. Section 179 can't exceed your business income; the rest carries to next year. Electing out of bonus depreciation spreads the deduction over later years. In Canada, the same servers usually go in capital cost allowance Class 50, at 55%. We plan it with you before year-end.
Will our shares count as qualified small business stock (QSBS), and what changed in 2025?
They can, if the company meets the tests in section 1202. Among them, it must be a US C corporation with gross assets of $75 million or less at all times before and right after the issue, and use at least 80% of its assets in an active business. For stock issued after July 4, 2025, 50% of the gain is excluded after 3 years, 75% after 4 and 100% after 5, up to the greater of $15 million or 10 times basis. Older stock needs more than 5 years, a $50 million asset test and a limit of the greater of $10 million or 10 times basis. We keep the records each share issue needs.
When do founders file an 83(b) election?
Within 30 days after receiving stock that can still be forfeited, such as founder shares that vest over time. The founder, not the company, mails Form 15620 or a signed statement to the IRS and gives the company a copy. It can't be revoked without IRS consent, and it isn't available for stock options. We plan it with founders, including those in Canada or abroad, before the shares are issued.
We run a GPU cloud. Do we charge sales tax on compute?
It depends on the state and on exactly what you sell. Texas taxes data processing, with 20% of the charge exempt, while New York found one company's cloud computing product nontaxable. Once your sales into a state pass its threshold, you may have to register and collect there with no office: in Texas, past $500,000 of revenue in the last 12 months. In Canada, GST/HST can apply when you sell to Canadian customers. We check each state where your customers are, register where you need to and file the returns.
Do you do audits, 409A valuations or R&D credit studies?
No. We don't do financial statement audits or reviews, SOC 2 reports, 409A valuations, R&D credit or SR&ED claim studies, cost segregation studies or transfer pricing documentation, and we don't give legal, immigration, customs, export-control, CFIUS, investment or fundraising advice. When you need one of these, the firm you hire does it, and we use its results in your books and returns. We do put the R&D credit from your study on your Form 1120, including the election to use up to $500,000 a year of it against payroll tax. That election is open to a company with under $5 million of gross receipts whose first receipts came within the last five tax years, and only on a return filed on time. When investors or a parent company require an audit, we keep the books and give the auditor the year-end figures and schedules it asks for.
We're opening a US company for a parent in Taiwan, mainland China or Canada. What does it file in year one?
Before the first contract or wire, we help you pick a corporation or LLC and a state, get the EIN and register where you will work. A US corporation files Form 1120, due April 15 for a calendar year, with a Form 5472 for each related party it dealt with if it is 25% foreign-owned. In Texas, the first franchise tax report is due May 15 of the following year. The parent's country matters too: the US has no income tax treaty with Taiwan, so interest and dividends paid to a Taiwan parent are generally withheld at 30%.
Can one firm handle the US and Canadian filings for our group?
Yes. Our CPAs prepare both sides. For a Canadian parent with a US company: the US company's Form 1120 with Form 5472 and state returns, and the parent's T2 and Form T1134, its report on foreign affiliates. For a Delaware parent with a Canadian company, the reverse: the parent's Form 1120 with Form 5471, and the Canadian company's T2 and any T106. We match intercompany balances on both sides.
We sell equipment into US data centers from Canada. Do we need a US company?
Not always. Under the Canada–US tax treaty, a Canadian company owes US federal tax on its business profits only through a permanent establishment there, such as an office, an installation project lasting more than 12 months, or services provided in the US for 183 days or more in any 12-month period on the same or a connected project for US customers. US customers may still ask for Form W-8BEN-E, the Form 1120-F instructions call for a protective return when you rely on the treaty, and some states require sales tax registration once your sales there pass a threshold. We check your facts before the first US contract and set up a US company if one makes sense.
We're switching accountants, or we missed a filing. Can you take over?
Yes, for every filing or only the ones your accountant doesn't cover, such as Canada or Form 5472. Send your last returns, your books and any IRS, CRA or state letters. We check what was filed for each company, country and year, and prepare anything missing. If the IRS hasn't contacted you about a late Form 5472 and isn't examining you, we file it, usually with an amended return, and a statement of reasonable cause. The penalty for not filing one on time is $25,000, and the IRS may assess it before reading that statement, so we can't promise relief.
Our team starts on a Canadian data centre site next month. What has to be in place first?
A CRA payroll account, and a plan for withholding. Your company must withhold Canadian tax on all pay for work in Canada, with no minimum number of days, unless the CRA certifies it as a non-resident employer (Form RC473) for treaty-exempt workers on short stays, or waives withholding worker by worker. Send either request at least 30 days ahead. Certification removes income tax withholding only; CPP and EI may still apply. Tax withheld before approval may come back through each worker's non-resident return.
A developer offered to buy or lease our land. When should we talk to you?
Before you sign. A sale, a ground lease and an easement are each taxed differently. In the US, land held over a year usually gives a long-term capital gain; an installment sale reports it as payments arrive, and a 1031 exchange into other US business or investment real estate, set up before closing, can defer it. In Canada, a resident selling qualified farm property may use the lifetime capital gains exemption, and a reserve can spread the gain over up to five years when payments come later. If you live in the other country, the buyer may withhold part of the price.
Can we work with you in Mandarin or Cantonese?
Yes. Our CPAs work in English, Mandarin or Cantonese, on calls and in writing, so founders, a parent's finance team and your US or Canadian staff can each use their own language.
How do you price this work, and what happens on the free 10-minute call?
We price by scope: the companies, countries, years and filings you need, from one filing to year-end returns only, or monthly books and payroll too. On the free 10-minute call, one of our CPAs asks what is happening and when, and tells you what has to be filed. You get a quote before any work starts. Payroll and sales tax filings are separate lines on that quote.
Delaware Division of Corporations: Annual report and tax informationA Delaware corporation's annual report and franchise tax are due by March 1 each year. The minimum tax is $175 under the authorized shares method and $400 under the assumed par value capital method; the maximum is $200,000 ($250,000 for a large corporate filer).
Delaware Division of Corporations: How to calculate franchise taxesThe assessment is based on authorized shares; use the method that gives the lesser tax. Authorized shares: $250 for 5,001 to 10,000 shares, plus $85 for each further 10,000 or part. The assumed par value capital method uses all issued shares and total gross assets from Form 1120, Schedule L, and charges $400 per $1,000,000, with a $400 minimum.
IRS: Instructions for Form 1120Unless exempt, every domestic corporation files a return whether or not it has taxable income, generally by the 15th day of the 4th month after its tax year ends: April 15 for a calendar year. Form 7004 asks for more time. Losses from tax years beginning after 2017 offset at most 80% of a later year's taxable income, and after an ownership change under section 382 the use of older losses may be limited.
IRS: Instructions for Form 5472A US corporation that is 25% foreign-owned files Form 5472 with its income tax return, one for each related party it had reportable transactions with. Not filing on time, or filing a substantially incomplete form, brings a $25,000 penalty.
IRS: Instructions for Form 5471A US person, including a domestic corporation, that controls a foreign corporation (more than 50% of its vote or value) is a Category 4 filer. Attach Form 5471 to the income tax return and file both by its due date, including extensions. Not furnishing the information brings a $10,000 penalty for each annual accounting period of each foreign corporation.
IRS: Delinquent international information return submission proceduresFor taxpayers not under examination and not yet contacted by the IRS about the late forms. Most late forms go with an amended return, each with an optional reasonable cause statement. Penalties may still be assessed without first considering the statement.
IRS: Form 15620, Section 83(b) electionAn 83(b) election must be filed no later than 30 days after the property is transferred. The person who performs the services mails Form 15620, or a statement meeting Treas. Reg. §1.83-2, to the IRS office where they file their return.
GovInfo: Public Law 119-21 (July 4, 2025)Section 70431: for stock acquired after July 4, 2025, QSBS excludes 50%, 75% or 100% of the gain after 3, 4 or 5 years, with a $15 million limit and a $75 million gross-assets test. Section 70302: new section 174A deducts domestic research and software development costs in the year paid; foreign research stays amortized over 15 years. Section 70301: 100% bonus depreciation for property acquired after January 19, 2025.
GovInfo: 26 U.S.C. 1202, Qualified small business stock (2024 edition)Holders other than corporations exclude gain on original-issue stock of a C corporation whose gross assets stayed within the limit at all times before the issue and right after it, and which uses at least 80% of its assets, by value, in an active qualified business. This edition shows the rules for stock issued on or before July 4, 2025: more than 5 years' holding, a $50 million asset test and a limit of the greater of $10 million or 10 times basis.
IRS: Publication 946, How to depreciate propertyDepreciation starts when property is placed in service. P.L. 119-21 restored the 100% special depreciation allowance for qualified property acquired and placed in service after January 19, 2025. You can elect, for any class of property, not to claim the allowance. Section 179 is a separate election, limited to taxable income from the active conduct of a trade or business; any cost not deductible because of that limit carries to the next year.
GovInfo: 26 U.S.C. 382, Limitation on net operating loss carryforwards (2024 edition)An ownership change happens when 5-percent shareholders' stake rises by more than 50 percentage points over the testing period, generally 3 years. After it, the yearly use of older losses is capped at the company's value times the long-term tax-exempt rate.
IRS: Instructions for Form 6765, Credit for increasing research activitiesA qualified small business (gross receipts under $5 million for the year, and no gross receipts before the 5-tax-year period ending with that year) may elect to use up to $500,000 of its research credit against payroll tax. The election must be made by the due date of the originally filed return, including extensions.
California Franchise Tax Board: CorporationsEvery corporation incorporated, registered or doing business in California pays the $800 minimum franchise tax. Corporations newly incorporated or qualified on or after January 1, 2020 don't pay it in their first taxable year.
Justice Laws: Income Tax Act, section 125 (small business deduction)Subsection 125(7): a Canadian-controlled private corporation (CCPC) is a private Canadian corporation not controlled, directly or indirectly, by non-residents or public corporations. Subsection 125(2): the business limit for the small business deduction is $500,000, shared among associated CCPCs.
Justice Laws: Income Tax Act, section 127 (investment tax credit)Subsection 127(10.1): a corporation that was a CCPC (or an eligible Canadian public corporation) throughout the year adds 20% of its qualified SR&ED spending to its investment tax credit, up to an expenditure limit of $6 million under 127(10.2), reduced when prior-year taxable capital is over $15 million.
CRA: Get an investment tax credit (ITC) for SR&EDMost CCPCs earn the ITC at the enhanced rate of 35% on qualified SR&ED spending up to the expenditure limit, $6 million for tax years beginning after December 15, 2024. The 35% credit on current expenditures is 100% refundable for a qualifying corporation. Corporations that are not CCPCs earn 15%, non-refundable.
Justice Laws: Income Tax Act, section 249 (taxation year)Subsection 249(3.1): when a corporation becomes or ceases to be a CCPC, its taxation year is deemed to end immediately before that time. When control is acquired instead, subsection 249(4) ends the year.
CRA: Corporation income tax (T2) returnAll resident corporations, with a few exceptions, file a T2 return every tax year, even if there is no tax to pay. Non-resident corporations file in certain situations.
CRA: Information returns relating to foreign affiliates (Form T1134)A Canadian taxpayer or partnership files a T1134 supplement for each foreign affiliate it has at any time in the year, within 10 months of its year-end. Only the lowest-tier Canadian corporation reports on its foreign affiliate.
Justice Laws: Income Tax Act, section 233.3 (Form T1135)A Canadian resident reports specified foreign property when its total cost is more than $100,000 at any time in the year. Shares of a non-resident corporation count, unless it is the holder's foreign affiliate.
CRA: Classes of depreciable propertyCapital cost allowance (CCA) is claimed by class. General-purpose computer equipment acquired after March 18, 2007 goes in Class 50, at 55%.
Texas Comptroller: Taxable servicesData processing, including computer storage and manipulation of data, is a taxable service in Texas; 20% of the charge is exempt.
Texas Comptroller: Remote sellersRemote sellers with total Texas revenue of less than $500,000 in the preceding twelve calendar months need no permit; once they exceed it, they must get one and collect use tax. Sellers outside the United States can register too.
Texas Comptroller: Direct pay taxpayer searchSellers must get a properly completed Texas Direct Payment Exemption Certification from the direct pay permit holder. They are not required to confirm the buyer's permit status to accept it.
IRS: Fixed, determinable, annual or periodical (FDAP) incomeUS-source dividends, interest and similar income paid to a foreign person, when not effectively connected with a US business, is taxed at 30% of the gross amount unless a treaty sets a lower rate.
IRS: NRA withholdingMost US-source income received by a foreign person is subject to US tax of 30%, and the tax is generally withheld from the payment.
Texas Comptroller: Franchise taxThe tax applies to each taxable entity formed in Texas or doing business there. The annual report is due May 15. For 2026 and 2027 reports the no-tax-due threshold is $2,650,000; at or below it, file only the Public Information or Ownership Information Report.
Finance Canada: Canada–US tax convention, consolidated textArticle VII: business profits are taxable in the other country only through a permanent establishment there. Article V: an installation project is one only if it lasts more than 12 months. Services can also create one, for example when provided there for 183 days or more in any 12-month period on the same or a connected project, for customers resident there or with a permanent establishment there.
IRS: Instructions for Form 1120-FA foreign corporation should file a protective return if it decides it has no US tax under a treaty, for example because its income is not attributable to a US permanent establishment. Without a return it can lose its deductions and credits.
IRS: About Form W-8BEN-EForeign entities use Form W-8BEN-E to document their status for US withholding and reporting.
CRA: Non-resident employer certification (Form RC473)A certified non-resident employer need not withhold income tax from qualifying employees: treaty residents exempt by treaty who work in Canada less than 45 days in the calendar year or are present less than 90 days in any 12 months. Apply at least 30 days before the work starts, and register a payroll program account to remit. CPP and EI may still apply.
CRA: IC75-6R2, Required withholding from amounts paid to non-residents providing services in CanadaRegulation 105: the payer shall withhold 15% of fees paid to a non-resident for services in Canada. It is a payment on account of Canadian tax, not a final tax; a corporation files a T2 to recover it. Regulation 102: pay to non-resident employees for work in Canada is subject to the same withholding as a Canadian employee's. Waiver requests should arrive at least 30 days before the work or first payment.
CRA: Guide T4058, Non-residents and income taxIncome from employment in Canada is reported on a Canadian return. Some treaties exempt it; the exempt amount is claimed on the return, and filing decides whether tax withheld is refunded.
IRS: Topic 409, Capital gains and lossesA gain on an asset held more than one year is generally long-term, and a net capital gain can be taxed at a lower rate than ordinary income.
IRS: Topic 414, Rental income and expensesCash or the fair market value of property or services received for the use of real estate is taxable as rental income, generally reported on Schedule E.
IRS: Publication 544, Sales and other dispositions of assetsPayment for granting an easement reduces the basis of the affected property; any excess is taxable gain. A like-kind exchange defers gain only on real property held for business or investment, US property for US property, with replacement property identified within 45 days and received within 180; receiving the cash first defeats it.
IRS: Publication 537, Installment salesAn installment sale is one where at least one payment comes after the year of sale. You may report part of the gain as each payment is received, or choose to report it all in the year of sale.
IRS: FIRPTA withholdingA buyer of US real property from a foreign person generally withholds 15% of the amount realized.
CRA: Line 25400, Capital gains deductionThe lifetime capital gains deduction covers gains on qualified farm or fishing property and qualified small business corporation shares. You must be a resident of Canada throughout the year.
CRA: Guide T4037, Capital gainsWhen part of the price is paid in later years, a reserve can defer part of the gain; most reserves bring the gain into income over five years. You generally can't claim one if you were not resident in Canada at the end of the year or at any time in the next year.
CRA: Disposing of or acquiring certain Canadian propertyA non-resident selling taxable Canadian property notifies the CRA within 10 days under section 116. Without a certificate of compliance, the buyer can withhold 25% of the price (50% for some property).
Use these for background; they do not replace advice on your situation. Links checked .
English & Chinese
Not sure what you need? Ask our CPA before you decide.