Services
All Services
Scoped in writing, at a fixed fee, before work begins.
The practice covers thirteen categories across income and franchise tax, gross receipts tax, sales and use tax, excise tax, property tax, residency, the registration and licensing that keeps operations lawful, and state and local tax within M&A transactions (see State and Local Tax in M&A Transactions). Engagements begin anywhere on this page: as a single project, on retainer, or as a standing fractional arrangement (see Fractional State and Local Tax Director). Industry depth in real estate and multifamily, regulated utilities, and waste management is described on the For Companies page. Every engagement is scoped in writing with a fixed fee before work begins.
State Level
Income tax compliance advisory. State business income tax compliance reviewed and advised on: filing positions, methodology, agency accounts, and the calendar.
Franchise tax compliance advisory. State franchise and privilege taxes measured by net worth, capital, or a flat fee rather than income.
Gross receipts tax compliance advisory. Washington B&O, Ohio CAT, Oregon CAT, Nevada Commerce Tax, and their kin: taxes on revenue regardless of profit.
Excise tax compliance advisory. State excise taxes tied to specific goods, activities, and industries.
Nexus determination and monitoring. Where filing obligations exist today, and tracking the activity that changes the answer.
Apportionment and receipts sourcing. How much income each state may tax: factor computation, market-based and cost-of-performance sourcing.
Combined, unitary, and consolidated filing decisions. Whether related entities must or should file together, state by state.
Pass-through entity tax elections. Evaluating pass-through entity tax (PTET) elections, which let owners of pass-throughs recover the federal deduction the SALT cap limits, and advising on making and maintaining them.
Estimated payments review. Estimate calculations and schedules reviewed across states to keep penalties off the account.
Nonresident and composite withholding. Withholding for nonresident owners and composite filings for multistate pass-throughs, reviewed and advised on.
Credits and incentives. State credits and negotiated incentives identified, with advice on claiming them.
Voluntary disclosure and amnesty. Coming forward on past liabilities to limit look-back periods and abate penalties.
Payroll tax and withholding. State and local payroll tax and withholding nexus, mobile workforce and multistate employee questions, and employer registration.
Unclaimed property. Which state may claim what, dormancy and reporting, voluntary disclosure, and holder audits.
Local Level
Local income tax compliance advisory. City and county income taxes, reviewed and advised on separately from the state's.
Local franchise tax compliance advisory. Local privilege taxes for doing business inside a city or county.
Local gross receipts tax compliance advisory. San Francisco, Los Angeles, and similar city taxes on attributable revenue.
Local excise tax compliance advisory. Locally imposed excise taxes on specific goods and activities.
Local nexus determination and monitoring. Which local jurisdictions reach the company, tracked as operations shift.
Home-rule jurisdiction analysis. Local sales taxes administered outside the state system: Colorado home-rule cities, self-administered Alabama localities, Louisiana parishes, and Arizona cities under the Model City Tax Code.
Business personal property tax. Annual renditions on equipment and fixtures, among the most commonly missed filings in multistate operations, reviewed and advised on.
Local payroll and head taxes. City taxes on wages paid or on headcount.
Local incentives and abatements. Abatements and exemptions tied to location, hiring, and investment.
Licensing, Registration and Upkeep Read the page →
Secretary of State registration and qualification. Formation and foreign qualification to do business in each state.
Annual reports and statements of information. The periodic filings that keep an entity in good standing.
Registered agent oversight. The agent of record in each state confirmed and kept current so nothing served is missed.
Tax authority account registration. The revenue-agency accounts needed to file and remit each tax type.
Sales tax registration and deregistration. Accounts opened where nexus exists and closed cleanly where obligations have ended.
Local business licenses. City and county licenses and tax certificates, obtained and renewed.
Industry and operations permits. The specialized permits an industry or operation requires, secured on each state's terms.
Good-standing monitoring and reinstatement. Status watched across jurisdictions; lapses, delinquencies, and suspensions cured.
Tax clearance and good-standing certificates. The certificates third parties require (government contracts, professional and contractor licenses, bulk sales, liquor licenses), identified, cleared of the delinquencies that block them, and obtained in each jurisdiction that requires one.
Renewal calendar and deadline tracking. One calendar of everything that falls due, with proactive reminders.
Withdrawal, dissolution, and account closure. Exiting a state properly so obligations actually stop.
Sales and Use Tax
Sales and use tax compliance advisory. The filing and remittance process across states and localities reviewed, its methodology and best practices advised on, and its issues resolved.
Economic and physical nexus determination and monitoring. Where collection obligations exist, and standing watch on the thresholds.
Threshold tracking and alerts. Revenue and transaction counts tracked against every jurisdiction's economic nexus line, flagged before they are crossed.
Home-rule and local analysis. Sales tax in self-collecting cities administered separately from the state.
Taxability decision matrix. How each product and service is taxed, jurisdiction by jurisdiction, documented so billing and compliance follow it.
Exemption certificate management. Certificates collected, validated, stored, and renewed so exempt sales survive audit.
Reverse audit. Past purchases and sales reviewed to recover tax overpaid to vendors or the state.
Contract review for bundling and form. Contracts and invoicing structured so taxable and nontaxable stand apart.
Use tax accrual review. Self-assessment done right where vendors did not charge tax.
Marketplace facilitator analysis. Who collects on a facilitated sale: the marketplace or the seller.
Audit defense and managed audits. Representation through sales and use tax examinations, including sampling methodology.
Refund and overpayment recovery. Overpayments identified and refund claims supported to bring them back.
Tax engine setup and maintenance. Rate tables, product mappings, and the billing-system integration kept true to the matrix.
Drop-shipment analysis. Multi-party shipment transactions resolved and documented across states.
Excise Tax
Excise tax compliance advisory. The filing and remittance cycle for state and local excise regimes, reviewed and advised on.
Registration, permits, and bonding. Agency registrations, operating permits, and the surety bonds excise-regulated activities require.
Industry-specific regimes. Alcohol, tobacco, cannabis, fuel, telecommunications surcharges, and environmental fees, each with its own agency and rules.
Home-rule transaction taxes. The obscure local regimes that reach non-obvious activity: Chicago's Lease Transaction Tax on cloud software and its Amusement Tax on streaming among them.
Residency Read the page →
Residency and domicile analysis. Whether a state may tax an individual on all income or only on what is sourced to it, and the exposure either way.
Domicile Defense File. The firm's signature engagement: the audit-ready record of a change in domicile (contemporaneous documentation, connection analysis, and the file as it would be produced under examination), built as the move happens rather than reconstructed after the question is asked.
Part-year and statutory residency analysis. Day-count and permanent-place-of-abode traps, and the dual-residency taxation they create.
Residency audit defense. Representation in California and New York residency examinations, defending the change-of-domicile position.
The record. Sixteen years, more than sixty residency examinations defended, and California departures advised for individuals with a combined net worth of sixteen billion dollars. The full record is on the residency page.
Entity commercial domicile analysis. Where an entity's commercial domicile sits, and what that does to sourcing.
Market Entry and Expansion: New State Entry
Nexus study. Income, franchise, gross receipts, sales and use, and local obligations, assessed before operations begin.
Income, franchise, and gross receipts exposure mapping. What entering and operating in the target state will actually cost, by tax type.
Sales and use tax registration and setup. Registration, accounts, and collection processes stood up for the new jurisdiction.
Excise and industry-specific tax review. Transient occupancy, amusement, hazardous waste, and the other entry taxes commonly discovered late.
Licensing: general and industry-specific. The business licenses and operational permits the new jurisdiction requires.
Apportionment and sourcing analysis. How income and receipts will be sourced once activity begins.
Property tax exposure. Real and business personal property obligations arising from the new footprint.
Credits and incentives. Entry-related credits and negotiated incentives tied to jobs, facilities, and investment.
Multi-agency registration and account setup. Secretary of State, revenue agencies, and local offices, coordinated as one workstream.
Entity structure and state selection advisory. Which structure, and which state, before the papers are filed.
US Inbound: Foreign Company Market Entry Read the page →
Everything in Market Entry and Expansion, plus the layer only inbound companies face:
State and local tax readiness assessment. A holistic diagnostic preparing a foreign company for a landscape its home-country and federal advisors do not cover.
Treaty and state conformity analysis. The decisive inbound issue: the states are not parties to United States tax treaties, and federal protection can stop at the state line.
US entity selection and structuring for inbound investment. Entity type and structure chosen with state consequences weighed alongside federal and home-country factors.
Sales and use tax orientation and setup. A tax with no direct analog in many home countries, established correctly from the first sale.
Coordination with federal and international advisors. The dedicated state and local seat alongside the client's existing federal and home-country advisors.
In-House Workpaper Review
State taxable income and modification workpapers. The buildup from federal taxable income to each state's starting point: addbacks, subtractions, and decoupling, consistent and supportable.
Apportionment factor workpapers. Numerator sourcing, denominator completeness, method application, throwback and throwout, and factor representation for partnership interests.
Receipts sourcing and revenue-stream mapping. Whether the underlying data actually supports the sourcing method used.
Combined and unitary group composition. Inclusion and exclusion, eliminations, water's-edge and 80/20 determinations, and the group that differs state by state.
State NOL carryforward schedules. Pre- versus post-apportionment computation, suspensions, caps, expirations, and the effect of ownership changes.
State credit carryforward and utilization schedules. Credits not stranded, double-counted, or lost.
Franchise, net worth, and capital-base workpapers. Texas margin, Delaware franchise, and the other bases that bear no relation to income.
Gross receipts tax workpapers. The reconciliation from book revenue to the taxable base, tested.
Sales and use tax return workpapers. The tie-out from ledger and billing system to what was reported, and the support behind every deduction claimed.
Use tax accrual workpapers. Scrub methodology, sampling, and the taxability calls underneath the accrual.
Taxability matrix and tax engine configuration. Whether what is documented is what the system actually does.
Sales and use tax account reconciliations. The aged variances that surface on audit, found first.
Exemption certificate tracking schedules. Complete, valid, unexpired, and covering the exempt sales actually claimed.
PTET calculation and owner credit allocation workpapers. The state-by-state mechanics in-house teams most often get wrong.
Composite and nonresident withholding workpapers. Owner inclusion, allocation, rates, and computation across differing regimes.
Estimated payment and extension calculations. Safe harbors and annualization, state by state.
Business personal property rendition workpapers. The asset roll by location, ghost and disposed assets, and the assessor's own tables.
Property tax assessment and accrual workpapers. Over-assessment and appeal opportunities caught in the reconciliation.
Nexus tracking workpapers. Remote employees, payroll, travel, inventory and fulfillment, and thresholds by revenue and count.
Related-party expense and addback workpapers. Intercompany interest, royalties, and fees tested against each state's addback statute and the exceptions claimed.
ASC 740 state provision workpapers. Blended rate, state deferred inventory, valuation allowances, and remeasurement.
State uncertain tax position workpapers. Positions reserved where a reserve is warranted, and not where it is not.
Audit-readiness assessment. Whether the file would survive an examiner without the preparer in the room.
Workpaper redesign and template build. Standardized, self-documenting templates with roll-forwards and tie-out checks, so the process repeats without depending on one person.
Process and knowledge-transfer review. Roles, version control, calendars, and key-person risk, with training on what the review surfaces.
State Tax Return Review and Diagnostic
Independent review of state and local returns. A second look at what another preparer filed: errors, exposure, and missed opportunity.
Pass-through focus. Composite returns, nonresident withholding, and PTET elections and mechanics: the areas preparers most often get wrong.
Refund and overpayment identification. Overpayments spotted in filed returns and mapped to recovery.
Apportionment and sourcing review. Factor and methodology errors that overstate or understate tax.
Nexus and filing-position review. Over-filing costs money now; under-filing accrues it for later. Both found.
Credits and incentives review. What the prior preparer missed or under-claimed.
Filing-method review. Separate, combined, or unitary: correct, and optimal.
Amended return recommendations. Where corrections or refund claims are warranted, scoped and prioritized.
Findings report. Issues ranked by dollar impact and urgency; the roadmap for what follows.
California Tax Controversy: CDTFA and FTB Read the page →
CDTFA audit defense. Sampling methodology, auditor requests, and the workpapers that control the assessment.
CDTFA petitions for redetermination. Challenging an assessment before it becomes final.
CDTFA appeals before the Office of Tax Appeals. Briefing and hearing representation.
FTB audit defense. Information document requests, apportionment challenges, and residency issues, managed through examination.
FTB protests. Contesting a Notice of Proposed Assessment before it is finalized.
FTB appeals before the Office of Tax Appeals. Briefing and hearing representation.
Settlement and resolution. Settlements, offers in compromise, and closing agreements that resolve disputes short of litigation.
Refund claims and related appeals. California refund claims filed and denials appealed through the administrative process.
State and Local Tax in M&A Transactions Read the page →
Sell-side readiness. Nexus review, exposure sizing, voluntary disclosures, and registration cleanup before the data room opens.
Targeted buy-side diligence. A focused review of the target's state filing footprint where the broader scope covers state tax lightly.
Remediation after signing or closing. Quantifying flagged exposure, running the disclosures, and closing out the escrow with documentation.
Representation and warranty insurance support. A defensible quantification of the excluded state tax exposures.
Deal structure in California. Change in control reassessment, documentary transfer tax, and successor liability on an asset purchase.
Post-closing disputes. Indemnification claims, working capital tax items, and state audits of pre-closing periods.
Cross-Cutting Advisory
Sourcing structuring analysis. Market-based versus cost-of-performance outcomes, structured into contracts and operations before the contracts are signed.
Throwback and throwout structuring. The filing footprint and sales flow arranged to keep receipts out of the origin state's factor.
Unitary business analysis. Functional integration, centralized management, economies of scale: which entities are one business.
80/20 company analysis. Entities excludable from a water's-edge group, tested against each state's threshold.
Water's-edge election analysis and protection. The election validly made, maintained, and defended.
Asset test analysis. The inclusion and exclusion tests that pull entities into, or keep them out of, the combined group.
Entity structure and formation planning. Choice of entity and structure with multistate consequences weighed at formation or restructuring.
Multistate tax planning. The overall state and local posture, optimized deliberately rather than inherited.
Transaction and M&A due diligence. Exposure quantified and structure advised on acquisitions and dispositions.
Restructuring and reorganization. The state and local consequences of internal reorganizations and structural change.
Nexus and footprint strategy. Where to create nexus, and where not to, on purpose.
Controversy and audit strategy. Dispute posture managed across jurisdictions, not notice by notice.
