Business Entity Selection and Restructuring Before 2026

2 AFSP, EA, CFP®, CPA, CRTP

Track:

Mid-career and beyond

Congress’ 2025 tax law overhaul reshaped core business rules: it made the §199A QBI deduction permanent, restored earnings before interest, taxes, depreciation and amortization (EBITDA) for §163(j), revived immediate research and experimental expenditure (R&E) expensing, raised (but did not remove) the state and local tax (SALT) cap while keeping pass-through entity tax (PTET) viable, and expanded qualified small business stock (QSBS) opportunities for C-corps. These shifts materially change pass-through vs. C corporation math, debt planning and exit strategy. This fast-paced session shows why 2025 year-end is the window to realign entity structure so clients can lock QSBS eligibility, refresh PTET/owner-agreement mechanics and position for 2026.

Objectives

Upon completion of this session, you will be able to:

● Identify the specific OBBBA provisions that now drive entity choice (§199A permanence, §163(j) EBITDA, §174

expensing, bonus/depreciation changes, SALT/PTET, QSBS)

● Explain how the higher SALT cap and continuing PTET regimes alter after-tax outcomes for owners in high-tax

states

● Analyze restructuring paths (e.g., C-corp to capture QSBS on new issuance; partnership-to-S-corp; S-to-C) under

the post-2025 rules

● Evaluate stay-pass-through vs. convert-to-C-corp trade-offs given permanent QBI, interest-limit relief and exit

goals

● Design a pre-2026 action plan including when to make elections and effective-date timing, PTET and

operating-agreement updates, cap-table cleanup for QSBS and debt vs. basis modeling

CPE information

Duration: 100 minutes

Course level: Intermediate

Prerequisite: Basic understanding of entity taxation

Advanced preparation: None

Delivery method: Group Internet-Based

	CPE credits	Designation	Field of study
IRS	2	AFSP	Federal Tax Law Topic
IRS	2	EA	Federal Tax Law Topic
NASBA	2	CPA	Taxes
CTEC	2	CRTP	Federal Tax Law Topic
CFP Board	2	CFP®	n/a

Instructor(s)

Coming soon