IPO Tax Provision & Structuring
Get the tax numbers in your financial statements right, and review the structure before the listing makes it harder to change.
Online service across all 50 states
What this service is
Audited financial statements need an income tax provision prepared under ASC 740: current and deferred taxes, a valuation allowance analysis, uncertain tax positions, and the tax footnote. Public companies also have to update the provision every quarter. Before a listing, it is also the right time to review the entity structure, how much of your net operating losses will survive the ownership changes an IPO can cause, and where the company has state or foreign filing obligations it hasn't met. We prepare the provision and the review, and coordinate with your auditor and counsel.
Forms & documents involved
What we actually do
Prepare the income tax provision
Current and deferred tax, rate reconciliation, and the tax footnote for each period presented.
Analyze the valuation allowance
Evidence for and against realizing deferred tax assets, documented for the auditor.
Assess uncertain tax positions
Identify, measure, and document positions under ASC 740.
Study NOL limitations (Section 382)
Test past and expected ownership changes, including the IPO, and estimate the annual limit on losses and credits.
Review structure and state exposure
Entity structure, holding company, state nexus, and unfiled returns before the listing.
Coordinate founder and employee tax questions
Equity compensation and liquidity planning for founders through our individual tax team.
Tax issues to settle before a listing
Ownership changes and NOLs
Financing rounds and the IPO itself can trigger an ownership change that limits how much of your net operating losses and credits can be used each year. Knowing the limit early affects both the deferred tax assets and the forecast.
Expanded income tax disclosures
Newer accounting standards require more detailed rate reconciliations and income taxes paid by jurisdiction. Private-company footnotes often need to be rebuilt for the filing.
Entity and holding structure
Converting an LLC, inserting a holding company, or reorganizing foreign subsidiaries is easier and cheaper before listing. We model the tax effect alongside counsel's legal work.
State and foreign exposure
Remote employees, sales into new states, and foreign operations create filing obligations that diligence and the auditor will ask about.
R&D credits and capitalization
Research credits and the treatment of research costs affect both the return and the provision; we make sure the two agree.
Founders' liquidity
Lock-ups, option exercises, and stock sales create personal tax decisions that are best planned before the offering.
How pricing works
Pre-IPO work is scoped company by company. Send your listing window, current reporting basis, and the work you need through the request form. We review those details and provide a written scope and quote before work begins.
What we scope and quote
- IPO Income Tax Provision (ASC 740)Provision, footnote, and deferred tax schedules for the periods presented.
- Pre-IPO Tax ReviewOne-time review before the listing.
What You Get
Income tax provision
Current and deferred tax, rate reconciliation, valuation allowance, uncertain tax positions, and the footnote for each period presented.
Section 382 study
Testing past and expected ownership changes, including the IPO, and estimating the annual limit on losses and credits.
Pre-listing tax review
Entity structure, holding company, state nexus, and unfiled returns, with options coordinated with counsel.
- Income tax provision workpapers and footnote for each period presented
- Valuation allowance and uncertain tax position memos
- Section 382 study with estimated annual limitation (if purchased)
- Pre-listing tax issue list with recommended actions
- Quarterly provision calendar for after listing
When this service may fit
- Your audited financial statements will need a tax provision for the first time
- You have significant NOLs and several financing rounds behind you
- You have employees or sales in many states or operations abroad
- You are considering a holding company, LLC conversion, or other reorganization before listing
How It Works
Tax data review
Returns, structure chart, cap table history, and trial balance.
Provision build
Current and deferred tax, valuation allowance, and uncertain positions.
Structure and exposure review
Issues list with options, coordinated with counsel.
Auditor support and quarterly cadence
Respond to auditor questions and set the interim provision process.
Your Role
Provide prior returns and entity records, decide on structural changes with counsel, and approve tax positions.
Service Scope
The independent audit opinion is issued by your PCAOB-registered auditor, not by OICPA. Readiness support is not an audit, securities legal advice, underwriting, or assurance that a listing will occur.
Start IPO Tax Provision & Structuring online
Choose the closest scope and send your request online. We’ll confirm the final work and fee in writing before anything begins.
Explore self-service calculators Already a client? Order in your portal