A K-1 Is Not a Check: Washington’s Income Tax and Undistributed Business Profits
A K-1 is not a check. Starting with 2028 income, Washington’s 9.9% tax can reach profits owners never receive in cash. Here is the two-owner example.
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The Startup Law Blog
Practical legal guidance on QSBS (Section 1202), equity compensation, startup formation, financing, and Washington State tax issues for founders, investors, and startup employees.
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My 2026 Washington Supreme Court Endorsements
I want a new Washington Supreme Court. My five endorsements for a new majority and a fresh start.
Why I Support Initiative 645
Opinion • October 3, 2026 I support Initiative 645. The way a startup employee’s restricted stock units can turn years of work into one year of taxable wages is one reason why. Imagine an employee…
Can an S Corporation Get QSBS? The C-Corporation Subsidiary Strategy
S corporation stock is not QSBS. But an S corporation may hold qualifying stock in a new C-corporation subsidiary. Here is how the strategy works—and where it can fail.
You Got an M&A Term Sheet. Do the Tax Planning Before the Deal Gets Too Far Along
A serious M&A term sheet is a tax-planning alarm clock—not a universal tax cutoff. Identify QSBS, gifts, domicile, structure, and §280G issues before the deal gets too far along.
Washington Estate Tax: 2026 Exemption, Rates & Filing Guide
Washington estate tax explained: 2026 exemption changes, 10%–20% rates after July 1, filing deadlines, married couples, and planning for founders.
Washington’s Millionaires’ Tax Can Reach Business Profits You Haven’t Received
If you own an S corporation or an LLC taxed as a partnership, your cash distributions don’t determine your tax bill. Retaining profits in the business can leave you with a personal tax obligation—and less cash to pay it.
Moving from California to Washington Before a Startup Exit: What You Can Save
Moving before a startup exit can change the state tax result. Review QSBS eligibility, California residency, equity compensation, and Washington taxes before a sale.
Washington Now Expects 25,000 Households to Pay the Income Tax, Not 21,000
Washington's estimate rose from 21,000 households to 25,000. The revision highlights a planning risk: the $1 million deduction may not keep pace with inflation. Sections 314 and 316 explain why—and leave an indexing question unresolved.
Deferred (and Unpaid) Salary: A Trap for Founders
Unpaid founder salary can create wage liability. A covered arrangement that violates Section 409A can also trigger a 20% additional tax and premium interest. Here’s what to check.