- Legal vs tax
- Still a corporation for tax. Close-corp status is state corporate law, not an IRS classification.
- Liability
- Corporate shield remains; shareholder agreements do the real control work.
- Default federal tax
- c corporation
- Other federal options
- s corporation
- Formation / maintenance
- Only where the state offers the statute. Do not assume Delaware or Wyoming labels match.
- Public-record notes
- Still a public corporation filing. 'Close' means closely held, not secret.
- Succession
- Transfer restrictions are the point — design them on purpose.
- Investor fit
- Family and founder groups. Poor for scaled venture.
Disqualifiers
- Need a large option pool and preferred stock
Professional review: attorney.
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