Frequently Asked Questions
A compilation of frequently asked questions covering the Strategic Partner Program, available strategies and services, MSO technical details, sales processes, and other key topics. This resource provides quick answers to common inquiries, allowing Strategic Partners to easily access the information they need.
The primary purpose of an MSO is to solve a specific business challenge by providing a structured framework to improve business operations, financial management, and strategic growth. An MSO is not just a tax strategy—it is a business structuring tool that enhances efficiency, scalability, risk management, and long-term planning.
A properly structured MSO offers several business advantages, including:
An MSO is only appropriate when it aligns with the business’s needs, enhances financial flexibility, and provides measurable benefits beyond tax considerations.
Businesses generating $2 million to $15 million in net income and facing specific operational, financial, or strategic challenges can benefit significantly from an MSO.
An MSO is best suited for businesses that:
A feasibility study evaluates whether setting up an MSO is suitable for a business. It considers reasonable compensation, management fees, and accumulated earnings. This study, performed by a tax attorney, ensures readiness with IRS standards and documents the business purposes for retained earnings.
The feasibility study determines:
Additionally, the feasibility study evaluates:
By conducting a feasibility study, the business ensures that the MSO is structured properly, aligns with strategic goals, and complies with IRS regulations while providing meaningful business benefits beyond just tax efficiency.
An MSO is a separate legal entity (typically a C-Corporation) that provides measurable, real services to the operating company. The value of services shifts from the operating company to the MSO, meaning the MSO becomes responsible for:
At a minimum, the MSO should shift the value of the owner and their services to the MSO, with the owner receiving reasonable compensation and a W-2 wage. This ensures that the MSO has a legitimate business purpose and that the compensation structure aligns with IRS guidelines.
Additionally, the more services and value the MSO provides, the more reasonable and necessary management fees may be charged. For example, if the MSO manages financial administration, workforce strategy, risk management, and operational planning, it justifies a higher management fee than an MSO that provides only one or two services.
By structuring the MSO properly, the business ensures that:
This value transfer is critical because the IRS requires the MSO to demonstrate real business activity. If structured correctly, the MSO enhances operational efficiency, strengthens financial stability, and provides a long-term strategic advantage for the business owner.
The accumulated earnings tax (AET) applies when a C-Corporation retains earnings beyond a reasonable amount without a valid business justification. The IRS limit for retained earnings is $250,000 for most businesses ($150,000 for personal service corporations like law or accounting firms).
If earnings exceed this limit without a documented business purpose, the IRS can impose a 20% penalty tax on the excess retained earnings. However, businesses can retain earnings above this threshold if they have a valid, documented business reason.
Common business purposes that justify retained earnings include:
Proper documentation is required to support retained earnings, including board resolutions, financial projections, contracts, and tax/legal opinions.
Not inherently. An MSO structured correctly with proper documentation and real business activity will not increase audit risk. The IRS is concerned with abusive tax structures, not legitimate management entities providing real services.
To minimize audit risk, the MSO should:
If these steps are followed, an MSO should withstand IRS scrutiny and operate as a legitimate and effective business structure.
Reasonable compensation refers to the wages or salary paid to owners and employees of the MSO that must align with industry standards, job responsibilities, and the services provided. It is a critical compliance factor to ensure the MSO structure is legitimate and not viewed as an income-shifting mechanism by the IRS.
Factors considered in determining reasonable compensation:
A. Industry Benchmarking & Third-Party Analysis
B. Job Responsibilities & Time Commitment
C. Reasonable Compensation vs Dividends
The management fee is the payment the operating company makes to the MSO for administrative, strategic, and operational services. This fee must be reasonable, necessary, and based on the actual value of services provided, ensuring the MSO functions as a legitimate business entity.
A. Components of Management Fee Calculation
If the MSO provides substantial operational oversight, fees may be higher, while limited services would justify lower fees.
B. Factors That Increase Management Fee Justification
C. Documentation to Support Management Fees
By following these guidelines, the MSO ensures that management fees are properly structured, legally compliant, and tax-efficient, while still reflecting the real economic value provided to the operating company.
Yes. An MSO should not limit other tax or business strategies but rather work in synergy to help the business client achieve maximum financial efficiency and risk management.
An MSO can integrate with:
Deferred compensation plans
Cash balance pension plans
Cost segregation studies
R&D tax credits
Premium financing for insurance planning
Opportunity zone investments
Key consideration: The MSO should be structured not as a tax-first entity but as a business-first entity that works alongside other tax and wealth-building strategies to enhance overall financial efficiency, cash flow, and business growth.
An MSO plays a critical role in succession planning, especially for multi-generational businesses (Gen 2 and Gen 3 transitions). It allows:
Wealth shifting during life
Trust integration for estate planning
Employee retention programs
Buy-sell agreements & estate tax funding
By structuring an MSO within a multi-generational estate plan, business owners can protect assets, minimize tax liabilities, and ensure leadership continuity while gradually transferring control to the next generation.
While MSOs are widely used in healthcare, they are also common in:
Additionally, any company with minimal deductions or depreciation and high taxable net income with strong cash flow should evaluate the suitability of an MSO to determine whether it can provide financial efficiency, tax relief, and operational advantages.
Exiting an MSO can be done through:
When selling a business, having an MSO in place can increase business valuation, as buyers see pre-established management structures as a way to ensure smoother operations post-acquisition. Proper exit planning ensures that tax and legal implications are properly managed.
Yes. An MSO helps business owners with:
By aligning an MSO with estate planning tools, business owners can ensure continuity, financial security, and long-term tax efficiency for future generations.
An MSO must:
This is not an exclusive list—these are examples of key compliance requirements. Each MSO should have a customized compliance plan that aligns with industry regulations, state laws, and financial best practices.
An MSO should be reviewed annually to:
Regular reviews keep the MSO aligned with business objectives and reduce compliance risks.
An MSO can complement and strengthen existing banking and lending relationships by improving financial stability, cash flow management, and debt servicing capabilities. When structured correctly, an MSO enhances a company’s financial profile, making it more attractive to lenders and investors.
Key benefits of an MSO for banking and lending relationships:
Enhances Debt Coverage Ratios
Improves Financial Transparency
Facilitates Capital Access
Supports Growth & Expansion Plans
Strengthens Financial Relationships
By working in synergy with financial institutions, an MSO provides a structured, tax-efficient, and growth-oriented approach that enhances business creditworthiness, borrowing capacity, and strategic financial planning.
Yes, it can, however, we generally recommend C-Corporations due to the following reasons:
While S-Corp MSOs are technically possible, most businesses benefit from a C-Corp structure due to the ability to retain earnings, structure competitive compensation, and minimize personal tax liabilities.
An MSO can:
It is important to note that the MSO is the adopting employer for these plans, as they typically fall under a controlled group due to ownership relationships.
This means the MSO must ensure compliance with IRS and ERISA rules, especially if it administers 401(k) plans, deferred compensation programs, or health benefits.
By centralizing employment benefits, the MSO enhances workforce stability, employee retention, and operational efficiency.
Yes, an MSO can retain cash reserves if they are documented for a valid business purpose and do not trigger accumulated earnings tax concerns.
Common reasons for holding reserves include:
To remain compliant, the MSO should document board resolutions, financial projections, and clear business justifications for holding cash reserves.
Yes. An MSO can centralize vendor management to streamline procurement, improve efficiency, and reduce costs.
An MSO can:
By consolidating purchasing power, an MSO can improve financial efficiency and reduce operational costs across all associated businesses.
An MSO removes administrative burdens from the operating business by:
By shifting these responsibilities to an MSO, the business can focus on core revenue-generating activities while maintaining better control over operational expenses.
If an MSO becomes unnecessary, businesses can:
Additionally, if the MSO is no longer needed for management services, the C-Corporation can change its purpose to function as a family office to manage assets, oversee investments, or administer wealth transfer strategies for business owners and their families.
Proper planning ensures that the MSO transition does not disrupt financial stability or create unexpected tax liabilities.
A properly structured MSO can increase the overall valuation of a business by:
When businesses are sold, an MSO structure can make the company more appealing to investors by ensuring strong financial oversight and risk management.
If an MSO is audited, businesses should:
Having a reasonable basis defense using an independent feasibility study helps limit audit exposure. This is why the feasibility process and annual service review are critical—ensuring that the MSO is audit-ready and operating within compliance guidelines.
Yes. An MSO provides an additional legal and financial layer that can help:
While an MSO is not a shield against all legal claims, it does provide added protection by properly structuring business functions and assets.
An MSO can manage insurance strategies by:
Funding life insurance with after-tax C-Corp dollars is more efficient than in a pass-through entity, as it allows for structured tax planning and long-term financial security.
An MSO can be structured to help a business pay down debt faster while reducing the overall tax burden.
For example: A business owner has a $5,000,000 loan at 8% interest on a 30-year schedule.
By using an MSO to accelerate repayment, the owner can pay off the debt in 5 years while saving significant interest costs.
By using an MSO structure, the business saves nearly $487,660 per year in pre-tax income requirements, improving cash flow efficiency and accelerating debt reduction.
Yes, an MSO makes a business more attractive to private equity firms by:
A well-managed MSO can improve exit strategies, investment opportunities, and overall market valuation.
A properly structured MSO can increase the overall valuation of a business by:
When businesses are sold, an MSO structure can make the company more appealing to investors by ensuring strong financial oversight and risk management.
Yes. An MSO provides an additional legal and financial layer that can help:
While an MSO is not a shield against all legal claims, it does provide added protection by properly structuring business functions and assets.
An MSO can operate within a larger business ecosystem, providing:
This approach allows businesses to maintain independent legal structures while benefiting from shared resources and strategic oversight.
Yes, an MSO can:
A properly structured MSO can enhance family wealth preservation and multi-generational financial planning.
Before deciding how to withdraw MSO funds, the first question to ask is:
What’s the goal for the money?
The strategy for withdrawing MSO funds depends on whether the goal is business expansion, executive retention, estate planning, or personal use. Without a clear purpose, general tax strategies may not be the most efficient or compliant approach.
Here are six common ways business owners use MSO funds efficiently:
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Guardian Tax Consultants does not provide tax, legal, or accounting advice. Learn more at www.guardiantaxconsultants.com
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