The decision in plain language
The goal is to compare realistic choices before documents are signed, funds move, or a filing position is fixed. A useful analysis ties the tax rules to your actual facts, timing, cash needs, alternatives, and records.
This page is an educational starting point. It is not a conclusion about your facts.
What changes the answer
- The liability profile of each property and advice from qualified legal counsel.
- Ownership, partners, economics, and planned transfers.
- Lender, title, insurance, and due-on-transfer requirements.
- State formation fees, annual filings, franchise or minimum taxes, and local obligations.
- Federal and state tax classification, elections, and return filing requirements.
- Bookkeeping, banking, payroll, and recordkeeping capacity.
Paths a Decision Memo may compare
- Use separate entities when liability and ownership considerations justify the added administration.
- Use one entity for multiple properties when the legal, financing, and operational tradeoffs support that approach.
- Hold property directly when counsel and the full facts support it.
- Restructure later only after modeling transfer taxes, lender consent, basis, and other consequences.
The relevant paths depend on what remains legally and practically available before your deadline.
Records to gather
- Current deeds and title reports
- Operating agreements and ownership schedules
- Loan and insurance documents
- State registration and filing history
- Prior federal and state returns
- Property-level books and bank accounts
- Planned acquisitions, partners, or transfers
Phænix confirms a tailored records list before paid work begins. Sensitive documents should be shared only through the secure portal provided for an engagement.
Timing matters
Bring the question forward before the transaction or filing position becomes permanent. The standard Decision Memo is generally delivered within 5 to 10 business days after the agreed records are complete and accepted. A deadline can change the scope or make analysis impractical, so identify it in the Readiness Intake.
What you leave with
A Decision Memo defines the question, states the material facts and assumptions, compares viable alternatives, models the relevant federal and state consequences, and gives you a written CPA recommendation with next steps. It is designed to help you act, coordinate with other professionals, and preserve the reasoning behind the decision.
Important distinction
Tax analysis does not replace legal advice about liability protection, asset protection, governance, or enforceability. Entity formation also does not guarantee liability protection when operations and records do not respect the structure.
Authoritative starting points
These IRS resources explain the underlying federal framework. They are not a substitute for applying current law to your facts.