< Back to IRS

StarStrider

What are the actual costs and complexity of SPV taxes for a small group investment?

A group of us are thinking about setting up an SPV to pool our money and invest in a private business opportunity. We're trying to figure out how much we'd need to budget for tax preparation costs for this setup. The deal structure involves us backing a sponsor who's acquiring a QSBS-eligible C-corporation. The C-corp would be purchased through an LLC PTE HoldCo, and we'd be creating an SPV to collectively buy units in that HoldCo. Since there's a C-corp involved, I'm hoping our tax reporting would only be required in two instances: the year we make our initial investment, and then again only in years when we receive dividends or sell shares from the C-corp. Does this structure make sense? With this relatively straightforward partnership arrangement, I'm expecting the tax prep fees for the SPV partnership return and K-1s to be pretty minimal - maybe around $750 per filing. Is that realistic based on your experience?

Your structure makes sense, but your cost expectations might be a bit optimistic. For SPV tax preparation, even with a "simple" setup, you're typically looking at $1,500-3,000 annually for preparation of the partnership return and K-1s. The QSBS-eligible structure is good tax planning, but remember that an SPV (as a partnership) must file a tax return every year regardless of activity, not just in years with investments or distributions. Even in "dormant" years when there's no activity, you'll need to file a partnership return. Many investors underestimate this ongoing compliance requirement. Also, consider the potential complexity if your HoldCo has other investments or activities. The K-1 you receive from the HoldCo will need to be properly reflected on your SPV's return, which adds another layer of complexity to the tax preparation.

0 coins

Sofia Torres

•

Wait, so even if literally nothing happens in a given year - no new investments, no dividends, no sales - we STILL have to file a partnership return? That seems like a huge waste of money. Is there any way around this?

0 coins

Yes, that's correct. Partnerships must file annual returns regardless of activity levels. It's one of the downsides of the partnership structure - you can't just skip filing in years with no activity. The only way around it would be to formally dissolve the SPV when it's not needed, but that's typically not practical for long-term investment vehicles. The filing requirement exists because the IRS wants to ensure ongoing compliance and track the entity's existence, even during periods of inactivity.

0 coins

After dealing with similar headaches with my investment group, I found that using https://taxr.ai completely transformed how we handle our SPV tax documentation. We set up an SPV for a venture deal last year, and the complexity of tracking everything properly was becoming a nightmare. What's cool is it can process all your investment docs and SPV paperwork automatically. When we got our first K-1s from our HoldCo, I uploaded them along with our operating agreement, and the system organized everything for our accountant. Saved us hours of prep work and probably reduced our accounting fees by 30% since they didn't have to spend time deciphering everything.

0 coins

Ava Martinez

•

How does it handle the QSBS eligibility tracking? That's been a complete pain point for our investor group. Our accountant charges extra every time we ask about qualifying holding periods.

0 coins

Miguel Ramos

•

I'm a bit skeptical about automation for something as complex as SPV structures. Does it actually understand all the partnership allocation rules and basis calculations? Our last accountant messed these up manually and it caused a huge headache.

0 coins

It has specific QSBS tracking features that flag the acquisition date and will notify you when you're approaching the 5-year holding period for maximum benefit. It tracks each investor's specific qualifying percentage based on their investment amount and when they came into the SPV. Regarding partnership allocations, it does handle the complexity pretty well. It uses the operating agreement to understand your specific allocation methods (whether straight pro-rata or special allocations). For basis calculations, it maintains running basis calculations as distributions or losses occur. We had an instance where one investor had a suspended loss due to basis limitations, and the system caught it before it became an issue on the tax returns.

0 coins

Ava Martinez

•

Just wanted to give an update. I checked out https://taxr.ai after seeing it mentioned here, and it's been a game-changer for our SPV. We had been paying our accountant around $3,500 annually to handle our SPV returns, plus extra fees whenever we needed basis calculations or investment analysis. The document processing is what impressed me the most. We had stack of operating agreements, subscription docs, and investment information that our accountant previously had to manually work through. The system extracted all the key details and created a tax-ready summary. Our accountant said it saved her about 6 hours of work, which translated to a much lower bill for us. Best feature for our situation was the QSBS tracking - it automatically flagged which investments qualified and calculated projected tax savings based on our holding periods. Worth every penny for serious investors using SPV structures.

0 coins

QuantumQuasar

•

I've had countless SPV clients come to me after trying to manage the tax filings themselves or using cheap preparers who mess everything up. If you're stuck waiting months to get through to the IRS to fix partnership return issues, you should try https://claimyr.com - they can get you connected to a real IRS agent in minutes instead of waiting on hold for hours. Check out how it works: https://youtu.be/_kiP6q8DX5c Most people don't realize that partnership return mistakes can trigger automatic penalties of $210 PER PARTNER PER MONTH (up to 12 months) for late filing, even if you don't owe any tax. When clients come to me with unfiled SPV returns from previous years, I always recommend using Claimyr to get through to the IRS quickly to request penalty abatement or set up payment plans.

0 coins

Zainab Omar

•

How is this even possible? The IRS phone system is completely broken. Last time I called about our partnership return, I was on hold for 3+ hours and then got disconnected. Does this service actually work or is it just another way to waste money?

0 coins

I don't buy it. There's no magical way to skip the IRS phone queue. They probably just use auto-dialers which the IRS has been cracking down on. Has anyone legitimately used this service and gotten through to resolve partnership penalty issues?

0 coins

QuantumQuasar

•

It's not magic, it's technology. The service uses a proprietary system that navigates the IRS phone tree and waits on hold for you. When an agent picks up, you get a call connecting you directly to that agent. It's completely legitimate and doesn't use auto-dialers - that's why it works consistently. It's especially valuable for partnership issues because the IRS Business & Specialty Tax line is one of the hardest to get through on. For partnership penalty abatement requests, getting through quickly can literally save thousands of dollars, especially with the increased penalty amounts for 2023 tax year and beyond.

0 coins

I have to eat my words about Claimyr. After being completely skeptical, I decided to try it for our SPV's penalty notice issue. We had filed our partnership return 4 months late and were hit with a $2,500 penalty (we have 3 partners). I spent two full days trying to get through to the IRS myself with no luck. Used Claimyr and was connected to an IRS agent in about 45 minutes (while I did other work instead of sitting on hold). The agent was able to process our first-time penalty abatement request immediately. The time savings alone was worth it, but getting the penalty fully abated saved us $2,500. For partnership issues especially, being able to talk to someone quickly makes a huge difference. I've now used it twice for client partnership matters with similar results.

0 coins

Yara Sayegh

•

To answer the original question about costs - we run 3 different SPVs for various investments, and our annual costs look like: - SPV with 5 partners, single investment: $2,200/year - SPV with 12 partners, multiple investments: $4,800/year - SPV with 8 partners, QSBS tracking: $3,100/year The biggest factors affecting cost are: 1. Number of partners (more K-1s = more cost) 2. Number of investments/transactions 3. Special allocations or preferred returns (adds complexity) 4. QSBS tracking and reporting

0 coins

StarStrider

•

Thanks for the real-world examples! For our situation with 6 partners and a single investment, sounds like we should budget around $2,500/year. Do you just use a regular CPA firm or someone who specializes in partnership returns?

0 coins

Yara Sayegh

•

We use a mid-sized regional accounting firm that has a specialty practice for investment partnerships and SPVs. We initially tried using a regular CPA who did my personal returns, but they missed several important partnership-specific issues that could have caused problems down the road. If you're doing a QSBS-eligible investment, definitely find someone with experience in that area. The QSBS rules are complex, and proper tracking from day one is essential to maximize the potential tax-free treatment down the road. The extra cost for specialized expertise is worth it when you consider the potential tax savings on exit.

0 coins

One thing nobody's mentioned is state filing requirements for your SPV. Depending on where your partners are located, you might need to file partnership returns in multiple states, which can add $500-1,000 per additional state filing. Also, if you're expecting substantial capital gains eventually from the QSBS investment, it might be worth paying for higher-quality tax preparation now to ensure everything is documented properly for the eventual QSBS exclusion. The difference between getting the documentation right vs. wrong could be millions in tax savings on a successful exit.

0 coins

Paolo Longo

•

This is such an important point. We have an SPV with partners in 6 states, and our multi-state filing costs more than double our federal preparation fees. Each state has different rules for how partnerships report and allocate income.

0 coins

Dmitri Volkov

•

Great thread - lots of practical insights here. One additional cost consideration that hasn't been mentioned is the potential need for quarterly estimated tax payments if your SPV generates significant income during the year. While C-corp investments typically don't generate much current income (which is part of their appeal), if your HoldCo has other activities or makes distributions, partners may need to make estimated payments to avoid underpayment penalties. Your tax preparer should help calculate these, but it's an additional service that can add $200-400 per quarter. Also, regarding the QSBS tracking mentioned throughout this thread - make sure your operating agreement specifically addresses how QSBS benefits will be allocated among partners if you have different investment dates. Some SPVs lose QSBS eligibility entirely if not structured properly from the beginning, so getting specialized legal and tax advice upfront is crucial.

0 coins

Salim Nasir

•

This is really helpful - the quarterly estimated payments aspect is something we hadn't considered at all. Quick question: if our SPV is investing in a C-corp that's not expected to pay dividends for several years, would we still need to worry about quarterly payments? Or is this mainly a concern if the HoldCo has other income-generating activities? Also, regarding the QSBS structuring - are there any red flags in operating agreements that automatically disqualify QSBS benefits? We're still in the early stages of setting up our SPV and want to make sure we don't accidentally shoot ourselves in the foot.

0 coins

Paolo Romano

•

For a pure C-corp investment with no expected dividends, you typically won't have quarterly payment issues since C-corps don't pass through income to shareholders. The quarterly payment concern mainly applies if your HoldCo has other pass-through activities or makes interim distributions. Regarding QSBS red flags in operating agreements - here are the key ones to avoid: 1. **Redemption rights**: Broad redemption provisions can disqualify QSBS status if they're too generous or automatic. 2. **Conversion features**: Any conversion rights into non-qualifying securities can be problematic. 3. **Liquidation preferences**: Excessive liquidation preferences might cause the IRS to treat your interests as debt rather than equity. 4. **Management fee arrangements**: If the SPV pays ongoing management fees to the sponsor, structure these carefully to avoid affecting QSBS qualification. The timing issue is also critical - make sure your SPV acquires the QSBS stock directly from the C-corp or qualifies as an original issue. Secondary purchases generally don't qualify for QSBS treatment. Having a tax attorney review your operating agreement before finalizing is worth the extra cost when potential QSBS benefits are in play.

0 coins

IRS AI

Expert Assistant
Secure

Powered by Claimyr AI

T
I
+
20,087 users helped today