How to Structure a Holding Company to Pay 0% in Taxes


Table of Contents

Want to build your own baby Berkshire?

We stole the playbook from Warren Buffet to:

  • Pay 0% in capital gains
  • Compound tax-free
  • Give investors the same benefits

How to save millions...

Our Goal

We want to minimize risk and taxes. Simple as that.

Let's talk through:

  • LLCs
  • C-Corps
  • S-Corps
  • QSBS
  • Gotchas
  • Structuring a HoldCo

LLC - Limited Liability Company

LLC is an entity that provides its members (owners) with limited liability for debts and obligations of the LLC, without incurring corporate taxes.

An LLC is a pass-through entity, so for tax purposes it's treated as if it doesn't exist.

Stacking LLCs

If you stack multiple LLCs in your structure, they are all ignored up until they run into a taxable entity (individual or C-Corp).

When the profits flow up to the taxable owner, the owners pay taxes on the profits.

If it's a person, they pay payroll taxes too.


An S-Corp is a tax designation. Not an entity.

This lets you become an employee of an LLC instead of just an owner.

A C-Corp or an LLC can be treated as a S-Corp for taxes.

S-Corps have one big advantage...

S-Corp Benefits

As an S-Corp, you pay yourself a market salary (say $100k) & only pay self-employment taxes on your W-2 income.

The rest of the profits are taxed as partnership proceeds & not subject to self-employment tax.


A C-Corp also provides its shareholders with limited liability for debts and obligations, but the downside is corporate taxes.

A C-Corp pays corporate taxes on profits before any cash can be distributed to shareholders.

Double Taxation

When cash is distributed to shareholders as dividends, shareholders pay additional taxes on the dividends.

This is known as "double taxation" and it used to be a much bigger deal when corporate taxes were higher.

LLC vs C-Corp Taxes

C-Corp taxes are higher if you take money out (double taxed), but lower if you keep it in.

C-Corp tax rate is 21%. Top dividend tax rate is 20%. So 41% all in for C-Corps.

The top LLC tax rate is 37%.

It used to be 55% vs 37% before the JOBs Act.

Qualified Small Business Stock (QSBS)

You can pay 0 federal taxes on up to $10M when you sell a company


  • C-Corp
  • Be a founder, employee or investor & hold your stock for 5+ years
  • Limited sectors. Tech is great. Farms, banks, law firms, & CPA firms don’t qualify


QSBS is per company and per person. So you could have 10 companies all sell in the same year and save $10 million on each.

Your spouse & kids could all get shares too to multiply benefits.

QSBS must be owned by a non-C-Corp

Requires equity sale on exit, no asset.

QSBS Rollover

You can sell your qualified small business before 5 years if you roll equity into another qualified small business. You need 5 years total.

QSBS Gotchas

Congress can kill QSBS. Bullseye on it.

21% corporate tax rate may not be permanent.

If the cash pile gets beyond "reasonable needs" it gets taxed.

Go With C-Corp:

Planning on selling - Avoid taxes w/ QSBS

Funding future acquisitions - Keep cash in the business without double tax (21% v 37%)

Have investors - QSBS & no pass-through taxes. Easier & cheaper for them

Trap losses - Losses can be carried forward indefinitely

HoldCo Structure for Compounding

Most long-term HoldCo's go with a parent C-Corp up top to hold cash and pay the lowest tax rate.

Below you can have LLCs or C-Corps for operating entities.

Profits flow up the chain of ownership tax-free until they hit the HoldCo parent C-Corp

HoldCo Profits

HoldCo C-Corp recognizes all profits and pays the corporate income tax on all income.

Then it can keep cash for future acquisitions, reinvest across companies or distribute dividends.

HoldCo C-Corp Dividend Deductions

If one C-Corp owns more than 80% of another, it can deduct the dividends.

This lets you move cash to the head office to be reinvested in other companies.

HoldCo C-Corp Consolidation

Also if a C-Corp owns more than 80% of a subsidiary, it’s able to consolidate financials.

So a money-losing company can shield the profits of another company with its losses.

HoldCo That Sells

Plan on selling some individual companies for QSBS?

Then you may go with a HoldCo parent LLC that owns the QSBS in the C-Corp subsidiaries.

LLC also gives the flexibility to distribute profits unequally if desired as well. More flexible governance.


This is just for educational purposes. I'm going through it myself and sharing my notes.

Not tax or legal advice. Get some good advisors around you.

TLDR on HoldCo Structuring

  • Everything depends on your situation
  • C-Corp for long-term compounding
  • Always changing with government
  • QSBS to sell tax-free up to $10m
  • LLC vs C-Corp taxes similar now
  • Go C-Corp if thinking of selling
  • You need good advisors
If you are interested in buying, growing, and selling small companies, check out my course & community on it at

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