SaaS founders face a tax landscape no traditional CPA was trained for. QSBS Section 1202 ($10M federal cap-gains exclusion). R&D tax credits on engineering payroll. Founder stock + 83(b) elections. Multi-state and international team compliance. Pre-exit LOI structuring. Every one of these decisions made wrong in year 1 costs six or seven figures at exit. Made right, they're the difference between a good exit and a great one.
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SaaS founders come to us in three phases. Pre-revenue: the founder stock + entity structure decisions that determine QSBS eligibility. Mid-stage: the R&D credit + multi-state + equity-comp work that compounds. Pre-exit: the LOI structuring that decides how much of the exit you actually keep.
"We incorporated as a C-corp in Delaware 4 years ago. I just learned about QSBS Section 1202. If I'd known the rules, I would have structured differently. Now I'm worried the 5-year clock will save us — or won't."
SaaS founder · $1.8M ARR · year 4 · Apr 2026
"We have $2.4M in engineering payroll. Our accountant has never mentioned R&D tax credits. I think we've been leaving $200K+ on the table — every year."
Series A · $4M ARR · Mar 2026
"We have an LOI on the table at $42M. My CPA is good for our regular tax work but is way out of his depth on QSBS, asset-vs-stock, personal goodwill, escrow tax timing. I need a specialist now."
Post-exit prep · acquisition · Feb 2026
Founder stock in a qualified small business C-corp gets up to $10M (or 10× basis) of federal cap-gains exclusion at sale — but only if a long list of conditions hold and the 5-year holding period runs. We audit your entity history, verify QSBS eligibility, fix gaps where possible, and structure future equity grants to preserve the benefit.
Most SaaS engineering payroll qualifies for the federal R&D tax credit + (often) state credits stacked on top. For a company with $1M+ in qualified engineering payroll, the credit typically runs $80K–$200K/yr. Documentation has to be rigorous (project-by-project qualified-research-activity narrative) — we run the workflow.
Most VC-backed SaaS startups are Delaware C-corps. Bootstrapped founders sometimes default to LLC and pay later when they take money. The right structure depends on cap table, exit horizon, founder taxation, and whether QSBS is in play. We model the decision before it's locked in.
ISO vs. NSO, 83(b) elections at grant, AMT impact at exercise, QSBS-eligible founder grants, ratable vesting vs. milestone vesting. The decisions made at grant matter way more at exit — and most early-stage founders default through them without modeling.
Hiring in 5+ states triggers nexus + state-level payroll registration. Hiring abroad triggers transfer-pricing + foreign-payroll + (sometimes) permanent-establishment risk. We map your team locations, surface the compliance work, and route correctly (us for what we do; specialist partners for international where needed).
If a sale is on the horizon, every dollar of allocation in the LOI matters. Asset vs. stock sale, allocation between goodwill / personal goodwill / IP / non-compete, escrow tax timing, foreign acquirer considerations. We model these 12–36 months out so the structure is right before the term sheet arrives.
Audited entity history. Verified QSBS-eligible at incorporation. Modeled the 5-year clock against likely exit window. Structured incoming Series A to preserve QSBS for founders. At modeled $40M exit in year 6, QSBS exclusion saves $7M+ in federal cap-gains tax.
First-year R&D credit study completed. Qualified $1.6M of $2.4M engineering payroll. Federal credit at 14% = $224K; state credit (Texas) added on. Net cash to the business after fees: $185K. Repeats annually for as long as R&D continues.
LOI restructured before the term sheet hardened. Personal-goodwill allocation maximized (cap-gains rate vs. ordinary). Escrow timing structured for capital-gains treatment in year of close vs. when released. Net $1.2M more in founder's pocket after close.
3-year scope · QSBS qualification + 5-year clock model · R&D credit study · entity + cap-table review · founder + employee equity comp plan · multi-state / international compliance · pre-exit LOI prep · Tax Defense Plan included.
Pre-revenue or bootstrapped indie SaaS under $1M ARR: Comprehensive ($5K) typically works. Pure pre-revenue with founder stock concerns only: Tax Review ($1K).
We run the R&D credit study in-house for companies with under ~$5M of qualified payroll. For larger studies (especially with multiple business segments or active IRS audits), we coordinate with specialized R&D-credit firms who handle the IRS-defense layer.
Yes. Delaware C-corp tax returns (Form 1120), Delaware franchise tax filings, multi-state apportionment for revenue-state income tax. Standard part of our SaaS engagements.
We don't manage the cap-table directly (that's typically Carta, Pulley, or similar). We coordinate with your cap-table provider for equity-grant tax reporting (Forms 3921, 3922), 83(b) timing, and at-exit waterfall modeling. We handle the tax + structural side.
Pre-revenue startups typically don't need a full Tax Analysis until you have engineering payroll worth doing the R&D credit on, or you're 12+ months from a fundraising event. For pure pre-revenue, a Tax Review ($1K) covers founder stock + 83(b) + QSBS-eligibility verification. See Tax Review.
Bootstrapped SaaS founders are some of our favorite clients. The QSBS analysis is different (sometimes you should flip to C-corp for QSBS even without taking money), R&D credits often apply, and exit planning runs on a different timeline. Same six moves apply, just sequenced differently.
Bring your cap table, current ARR, founder stock + 83(b) status, and exit horizon if you have one in mind. We'll quote the right tier and timeline before any work begins.
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