Built for venture-backed startups · Bootstrapped too
CPAs for startups, from incorporation to exit.
Our CPAs know how venture-backed companies are built: Delaware C corporations, founder stock, SAFEs, priced rounds and option pools. We set up the structure that saves tax, from 83(b) to QSBS and the R&D credit, keep the monthly books your board reads, and file every federal, state and Delaware return, plus founders' own. Bootstrapped? Annual returns from $1,599 a year. Free 10-minute call.
A structure investors expect and that saves tax: founder stock with 83(b), QSBS tracked at every issue, SAFEs and rounds booked right, losses kept through each round. Monthly books for your board, and every return. Alongside your finance lead or CFO, if you have one.
Bootstrapped, or not raising yet
LLC, S corporation or C corporation, and what each means for tax now and for QSBS if you sell later. Year-end returns only, or monthly books once you need them.
Just incorporated
Each founder's 83(b) within 30 days of getting shares, the EIN, a first Form 1120 even with no revenue, and Delaware's report and franchise tax by March 1.
A Delaware bill for tens of thousands
Delaware's notice often uses the method with the higher tax. Filed with your issued shares and gross assets, the tax can drop to the $400 minimum.
Hiring in another state or in Canada
Payroll accounts and returns where people work, California's $800 minimum tax, contractors' 1099s, and a CRA payroll account for staff in Canada.
Founders outside the US
A Delaware C corporation with founders in Canada, mainland China, Taiwan, Hong Kong or anywhere else: Form 5472 when one foreign person owns 25% or more, and paying founders who live abroad.
Canadian startups and Delaware flips
Before a flip, the tax on both sides, including CCPC status. After it, the Canadian company's T2, the parent's Form 1120 with Form 5471, and each founder's Canadian return.
Founders' own taxes
Exercising stock options, an 83(b) this year, or selling shares that may be QSBS: each founder's Form 1040, or T1 for founders in Canada, worked out before you act.
Switching accountants, or catching up
Leaving another accounting service, or doing your own books until now? Late returns, Forms 5472 and Delaware reports filed, and books caught up before a round. The catch-up is quoted first.
What we do, from incorporation to exit
Venture structure and tax savings
A structure investors expectA Delaware C corporation, founder stock bought at a low price with 83(b) elections, an option pool, and authorized shares that keep Delaware franchise tax low. Planned with your lawyer before the first SAFE.
QSBS from day oneEach holder can exclude up to the greater of $15 million or 10 times basis on stock issued after July 4, 2025. We track the tests at every issue so founders, employees and investors can claim it when they sell.
More than one QSBS capThe limit applies per taxpayer, and shares given to family members or trusts keep their QSBS status and holding period, so a family can have more than one cap. Planned before the gift, with your estate lawyer.
Selling early without the taxSell QSBS held more than 6 months, buy other QSBS within 60 days, and elect section 1045 to defer the gain.
Losses that survive a roundA shift of more than 50 percentage points among 5% owners within 3 years caps how much of the old losses you can use. We track ownership at each round.
Stock options and exitsISO or NSO for employees, and the tax at exit for the company and each holder, worked out before you sign.
Starting the company
Company, state and EINA Delaware C corporation, an LLC or an S corporation, the EIN, and registering in the state where you work, before the first wire or round.
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, including for founders abroad.
Books from day oneBank, card and payroll accounts set up so every month closes the same way.
Monthly books
Monthly or quarterly closeA profit and loss statement and balance sheet, with every account reconciled, for you, your board and your investors.
Revenue when it is earnedAnnual contracts and customer prepayments booked as deferred revenue, then as revenue month by month.
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.
Ready when an investor asksBooks that tie to your filed returns, and the schedules due diligence or an auditor asks for.
Company returns
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.
State returnsWherever you have staff or sales, including California's $800 minimum tax, which a newly registered corporation skips in its first taxable year.
Payroll, 1099s and sales taxState payroll accounts where people work, Forms 1099 for contractors, and whether your software is taxable in each state you sell to.
Tax planning
R&D credit against payroll taxThe credit from your study goes on Form 1120, with the election to use up to $500,000 a year of it against payroll tax while the company qualifies.
Research and software costsUS research and software development deducted in the year paid or incurred. Work done outside the US, such as by a team in Canada or Taiwan, is spread over 15 years.
Losses for laterNet operating losses tracked year to year, and whether a write-off or deduction is worth more now or later.
Founders' own returns
Form 1040Stock option exercises, including the alternative minimum tax an incentive stock option can trigger, 83(b) elections, and QSBS when you sell.
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.
Founders abroad and Canadian startups
Form 5472With the Form 1120 when one foreign person owns 25% or more and the company deals with them. Missing one costs $25,000.
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.
Canadian corporationsThe T2 every year, even with no tax to pay, GST/HST returns, and payroll for staff in Canada.
Your quote lists every company, country, year and form before any work starts.
Prices are in CAD. Government filing fees are extra. PST/QST filings are billed separately.
Cross-border
Quoted for youAfter your consultation
Founders abroad, a Canadian company, payroll, sales tax or catch-up years: quoted after your free call from the companies, countries, years and filings you need. You see the fee before any work starts.
Ten minutes by phone. One of our CPAs asks what is happening and when, and tells you what has to be filed.
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Get a quote
Every company, country, year and form listed, with the fee, before any work starts.
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Share your records
Upload them to the secure client portal, never by email.
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Review and file
We walk you through each return and file it once you approve.
A real person, one call away.
Who owns the company changes what it files.
Pick the setup closest to yours. Each one lists the returns it files every year.
US
Often chosen byFounders raising from venture funds
Tax returns
Form 1120
Delaware annual report
State returns
Forms 1099
Delaware C corporation, founders in the US
The setup venture funds usually ask for. The company pays its own tax on Form 1120, and its stock can qualify for the QSBS exclusion when founders and investors sell.
Can issue preferred stock, options and SAFEs
Stock can qualify as QSBS (section 1202)
Losses carry forward to profitable years
Form 1120 every year, even with no revenue
Delaware franchise tax and annual report by March 1
Often chosen byBootstrapped startups paying owners from profit
Tax returns
Form 1065 or Form 1120-S
Schedule K-1 for each owner
State returns
LLC or S corporation, not raising
Profits pass through to the owners' personal returns, so they are taxed once. A good fit while you pay yourselves from profit; venture funds usually ask for a C corporation.
Profits taxed once, on the owners' returns
Simple to start and to run
Never qualifies for QSBS: only C corporation stock can
S corporation owners must be US citizens or residents
Often chosen byFounders in mainland China, Taiwan, Hong Kong or anywhere else
Tax returns
Form 1120
Form 5472
Delaware annual report
Delaware C corporation, founders outside the US
The same company, plus reports on its foreign owners. When one foreign person owns 25% or more, the company reports each related party it dealt with, such as a founder who lent it money.
Founders can live anywhere
The setup US investors expect
Form 5472 for each foreign related party; $25,000 penalty if missed
Paying founders who live abroad needs a plan before the first payment
Dividends or interest sent abroad: 30% US tax withheld unless a treaty lowers it
Often chosen byCanadian founders raising from US funds
Tax returns
Form 1120
Delaware annual report
Founders' T1
T1134 or T1135
Founders in Canada with a Delaware C corporation
The company files in the US. Each founder files in Canada and reports the US shares there. If the work is done from Canada, the company may have to file in Canada too.
The setup US investors expect
One firm files the US company and each founder's Canadian return
Form T1134 for a founder with 10% or more; T1135 once foreign property costs over CAN$100,000
A company run from Canada may owe Canadian returns, checked case by case
Often chosen byCanadian startups whose US investors ask for a Delaware parent
Tax returns
Parent: Form 1120 and Form 5471
Canadian company: T2 and any T106
Founders' T1
A Canadian startup under a Delaware parent
The founders swap their Canadian shares for shares of a new Delaware parent, and the Canadian company becomes its subsidiary. Your lawyer makes the change; we work out the tax on both sides first, then file both sides.
Often what US funds ask for
Your team and research can stay in Canada
The Canadian company stops being a CCPC: no small business rate, no enhanced SR&ED credit
An extra short tax year, and an extra T2, on the day control changes
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Do you understand how venture-backed companies are structured?
Yes, it's most of what we do for startups. Founder stock and 83(b) elections, SAFEs and convertible notes, preferred rounds, option pools, QSBS for founders and investors, losses that carry through each round, R&D credits against payroll tax, and founders or parent companies abroad. We plan the tax side of each step with your lawyer and your investors' requirements in mind, then keep the books and file the returns that follow from it.
Do you work with bootstrapped startups, or only VC-backed ones?
Both. Venture-backed startups at every stage, from pre-seed to later rounds, and startups funded by revenue or by their founders. A bootstrapped company is often an LLC or S corporation that needs year-end returns only; a venture-backed one is usually a Delaware C corporation with monthly books for its board. The filings follow the structure, not who invested, and we file both.
What does it cost?
Tax and Compliance starts at $1,599 a year: the federal and state business returns, the state annual report, a registered agent and a one-to-one tax consultation. Business in a Box starts at $299 a month and adds a dedicated bookkeeper, quarterly financial statements, monthly or quarterly closing, and estimated quarterly taxes. Founders abroad, a Canadian company, payroll, sales tax and catch-up years are quoted after your free call. Government fees, such as Delaware franchise tax, are extra. You see the fee before any work starts.
Can we hire you for the annual returns only?
Yes. Many startups keep their own books at first and need only Form 1120, the Delaware report and state returns once a year. That is Tax and Compliance. If the books need work before we can file, we quote the catch-up first.
Another service keeps our books. Can you do just the taxes?
Yes. Tax and Compliance covers the company's returns whoever keeps the books. We work from the books your provider closes, ask for anything missing, and file the federal, state and Delaware returns. Founders' own returns can be added.
Who does the work?
Our CPAs prepare your returns and plan your tax, and one of them takes your free call. On Business in a Box, a dedicated bookkeeper keeps your books, so one person knows your company month to month.
Do you do founders' personal returns too?
Yes. Each founder's Form 1040, with stock option exercises, 83(b) elections and QSBS when shares are sold. Exercising incentive stock options can trigger the alternative minimum tax even with no sale, so we work it out before you exercise. For founders living in Canada, the T1 with Form T1134 or T1135 for their US shares.
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 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.
When do founders file an 83(b) election, and what if we missed it?
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. A late election generally doesn't count: each vesting is then taxed as pay at that day's value. We plan it with founders, including those in Canada or abroad, before the shares are issued.
Will our shares count as qualified small business stock (QSBS)?
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. LLC and S corporation shares never qualify. The limit is per taxpayer, and shares given to family members or trusts keep their status, so planning before an exit can multiply it. QSBS held more than 6 months can also be sold and rolled into other QSBS within 60 days under section 1045. We keep the records each share issue needs.
Can we use the R&D credit against payroll tax?
Often, in the early years. A company with gross receipts under $5 million, and none before the last five tax years, can elect on Form 6765 to use up to $500,000 a year of its research credit against payroll tax. The election must be made on an original return filed on time, including extensions. The credit then goes on Form 8974 with the payroll return, starting the quarter after the income tax return is filed. We put the credit from your study on your Form 1120 and make the election; the study itself is done by a firm you hire.
Will our books hold up when an investor asks? What if they want an audit?
That is what monthly books are for: revenue booked when earned, prepayments as deferred revenue, SAFEs and share issues recorded, every account reconciled, and books that tie to the returns we file. Before a round, we file any missing returns, Forms 5472 and Delaware reports. We don't audit. If an investor requires an audit, we keep the books and give the auditor the year-end figures and schedules it asks for.
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 switching from another accounting service. How does it work?
We start from your last filed returns and your last closed month. If books or filings are behind, we list what is missing, quote the catch-up, and bring them current before the next deadline. Ask your current provider for an export of your books, the returns it filed, and any IRS, Delaware or state letters.
Do you do audits, 409A valuations, R&D credit studies or CFO work?
No. We don't do financial statement audits or reviews, SOC 2 reports, 409A valuations, R&D credit or SR&ED claim studies, financial models or fundraising advice, and we don't give legal or investment advice. When you need one of these, the firm you hire does it, and we use its results in your books and returns.
Can we work with you in Mandarin or Cantonese?
Yes. Our CPAs work in English, Mandarin or Cantonese, on calls and in writing.
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.
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: 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: 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.
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.
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.
IRS: S corporationsS status needs a domestic corporation with no more than 100 eligible shareholders, no nonresident aliens, and one class of stock, elected on Form 2553.
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: 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: 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.
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.
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.
Use these for background; they do not replace advice on your situation. Links checked .
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