Incorporación y Transacciones Comerciales

Posted by: Zaher Fallahi

Posted On: May 12, 2026

Consideraciones Legales y Tributarias Sobre Entidades Comerciales

La selección de la estructura legal adecuada es una de las decisiones más importantes para empresarios, inversionistas y profesionales. La elección de la entidad puede afectar la responsabilidad legal, los impuestos, la protección patrimonial, la planificación sucesoria y las operaciones comerciales.

Las entidades más comunes incluyen:

Corporaciones C
Corporaciones S
Propietarios Únicos
Sociedades
Compañías de Responsabilidad Limitada (LLC)

Corporaciones C

Una Corporación C es una entidad legal creada conforme a la ley estatal. Generalmente protege a los accionistas de responsabilidad personal por deudas corporativas. Sin embargo, funcionarios corporativos pueden ser responsables personalmente por impuestos retenidos no pagados conforme al IRC §6672.

Las Corporaciones C pagan impuestos corporativos bajo IRC §11, y los accionistas pagan impuestos nuevamente sobre dividendos, creando “doble tributación.”

Corporaciones S

Las Corporaciones S permiten tributación “pass-through” bajo IRC §1366, evitando la doble tributación. Los ingresos y pérdidas pasan directamente a los accionistas.

Para calificar, la corporación debe cumplir requisitos bajo IRC §1361, incluyendo límites de accionistas y restricciones sobre accionistas extranjeros.

Propietario Único

Un propietario único opera sin entidad legal separada. El dueño es personalmente responsable por todas las deudas y demandas del negocio.

Los ingresos y gastos generalmente se reportan en el Schedule C del Formulario 1040.

Sociedades

Las sociedades se crean cuando dos o más personas realizan negocios con fines de lucro. Véase IRC §761.

Las ganancias y pérdidas se asignan conforme al acuerdo de sociedad y las reglas de IRC §704.

LLC

Las LLC ofrecen protección limitada de responsabilidad y flexibilidad tributaria. Pueden tributar como entidad ignorada, sociedad, Corporación C o Corporación S.

California impone impuestos mínimos anuales y tarifas sobre ingresos brutos para LLCs.

Conclusión

La selección de entidad debe realizarse cuidadosamente considerando:

Protección patrimonial
Impuestos
Objetivos comerciales
Planeación sucesoria
Inversionistas internacionales
Cumplimiento legal y regulatorio

Consultar con un abogado fiscal y CPA experimentado puede ayudar a evitar errores costosos.

Testimonials

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Zaher Fallahi, Attorney At Law, CPA4.9

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Amir Baradaran Rafii

3 months ago

Mr. Fallahi is a great tax attorney who provided excellent service and professional guidance throughout the entire process. He is extremely knowledgeable, always made himself available, answered all of my questions, and communicated clearly every step of the way. I truly appreciated his responsiveness, attention to detail, and the confidence he brought throughout the process. I highly recommend his services.

Response from the owner:Dear Ami, Thank you very much for your thoughtful and kind words. It was truly my pleasure to assist you. I sincerely appreciate the trust and confidence you placed in me throughout the process. I strive to provide responsive communication, careful attention to detail, and practical guidance so clients can make informed decisions during what is often a stressful and complex tax matter. I am grateful that you found our work together helpful. Thank you again for your recommendation and for the opportunity to be of service. I wish you continued success and all the very best moving forward. Respectfully, Zaher Fallahi, Attorney at Law, CPA & Team

susan nezami

1 year ago

Mr. Fallahi was instrumental in resolving a situation me and my family were experiencing in connection with OFAC in 2012. We collectively found him to be expert in his field and with great knowledge on issues as related to OFAC and International taxes. I would highly recommend him to anyone who has any such issues. He also has a calming manner, which allows you to turn the matter over to him without much further anxiety about the outcome.

Response from the owner:Dear Susan, Thank you very much for your generous and thoughtful words. It was truly an honor to represent you, your sister Katy, and your late mother during a difficult time in 2012. I will always remember your family’s dignity, strength, and grace throughout the process. Your late father, a distinguished leader, served his country with great honor. The sacrifices your family has endured to reflect the depth of your legacy and the resilience that defines you. I deeply appreciate your trust and confidence, and I remain at your service. Warm regards, Zaher Fallahi, Esq., CPA Attorney At Law

John Alagha

1 year ago

I hired Dr. Zaher Fallahi to assist a client of mine with a complex tax matter. I couldn't be more impressed with his work. He demonstrated deep expertise in tax law, communicated clearly and promptly. He handled the issue with exceptional professionalism. His strategic approach led to a successful resolution that exceeded expectations. I highly recommend him to anyone seeking a knowledgeable and reliable tax attorney John Alagha

Response from the owner:Dear Mr. Alagha, Thank you sincerely for your generous recommendation and kind words. I truly appreciate the confidence you placed in me to assist your client with such a complex matter. It was a pleasure collaborating with you—an esteemed tax professional in your own right—and I’m pleased we achieved a successful outcome. Your professionalism and cooperative spirit were key to ensuring a smooth and efficient process. I look forward to the opportunity to work together again in the future. Warm regards, Zaher Fallahi, Attorney at Law, CPA & Team

Harry Allen

1 year ago

Mr. Fallahi, assisted my family with an urgent real estate matter in Iran. His attention to the concerns of my elderly in-laws (the owners) was very noted. He showed patience and respect and handled the matter quickly and professionally. I would recommend him to other with similar circumstances.

Response from the owner:Dear Harry and the family, Thank you very much for your thoughtful feedback. It was truly a pleasure assisting your family with this important real estate matter. I understand how sensitive these situations can be, especially when they involve our elderly loved ones, and I’m glad I could help bring clarity and resolution. Your valuable cooperation is also appreciated. Please do not hesitate to reach out if I can be of assistance in the future, and I greatly appreciate your recommendation to others. Wishing you and your family all the best. Kind regards, Zaher Fallahi, Esq., CPA

Parveez Oliaii

1 year ago

I have nothing but the highest praise for the professionalism of Dr.Fallahi and his staff.

Response from the owner:Dear Doctor Oliaii: Thank you sincerely for your kind words and for taking the time to share your experience. Coming from a respected member of the medical community like yourself, your praise means a great deal to me and my team. We are grateful for the opportunity to assist you since 2011 and will always strive to uphold the highest standards of service. Respectfully, Zaher Fallahi, Attorney At Law, CPA, and Team.

BABAK KHATIBLOO

1 year ago

Zahaer Fallahi is a very knowledgeable and honest tax lawyer. I have sat in numerical presentations on various aspects of tax laws. Also, on few occasions, Zaher provided me with legal counsel. Typically, tax lawyers will end their recommendations with: Check with your CPA. The good thing about Zaher is both a layer and CPA. So, you will get complete advice.

Response from the owner:Dear Babak: Thank you so much for your kind words and thoughtful review! I'm truly grateful for the opportunity to assist you with your tax and legal matters. It's always my goal to provide clear, comprehensive guidance, and I'm glad to hear that you found the dual perspective as both a lawyer and CPA helpful. Your trust means a lot, and I look forward to continuing to support you whenever you need. Warm regards, Zaher Fallahi, Attorney At Law, CPA and Team

Bijan Sadri

1 year ago

I've had the pleasure of working with Mr. Zaher Fallahi and his CPA and Law firm since 2015, and I couldn't be more satisfied with the exceptional services provided. As a medical doctor, I particularly appreciate Zaher and his team's consistently professional, precise, and highly knowledgeable assistance on complex matters, including international taxation, FBAR filings, Foreign Gift reporting, and managing filings for both individual and small corporate entities. What sets Zaher apart is his deep understanding of tax law and his proactive, detail-oriented approach. He has successfully handled intricate tax scenarios with impressive competence, ensuring compliance while optimizing financial outcomes. His responsiveness, clear communication, and dedication to client needs have always provided reassurance during potentially stressful financial periods. I highly recommend Zaher Fallahi’s services for anyone requiring expert advice and reliable management of tax-related issues, both domestic and international. His integrity and commitment to excellence have made working with him an absolute pleasure.

Response from the owner:Dear Dr. Sadri: Thank you so much for taking the time to share your experience with respect to taxation of individual and corporations, FBARs, foreign gifts and other international tax matters. We're pleased to have provided you with exceptional support over the years, and we appreciate your trust in our team. We're honored to have clients like you who value precision, professionalism, and proactive solutions. We'll continue striving to deliver top-notch services for you years to come. Thanks again for the recommendation! Respectfully, Zaher Fallahi, Attorney At Law, CPA and Team.

Infinity Air

1 year ago

A great lawyer with a great experience. Thank you Zaher!

Response from the owner:Thank you so much for your kind words! It was an honor meeting you yesterday, and I’m really glad I could assist. Please don’t hesitate to reach out if you have any further questions or need support down the line. Wishing you all the best! Warm regards, Zaher

Ali G.

1 year ago

I approached Mr. Fallahi seeking legal advice and guidance concerning the sale of property I had inherited overseas through a life estate. I wanted to make sure that the sale of my property, along with the transfer of the proceeds to the United States would be in total conformity with Office of Foreign Assets Control (OFAC), US Laws of Sanction, US Tax Laws, and US Banking Laws and Procedures.. I quickly found Mr. Fallahi to be a very gracious, friendly, approachable, knowledgeable, and dedicated attorney. Not only would Mr. Fallahi ask dozens of relevant questions to familiarize himself with the intricacies of your unique situation, he would also go to great lengths to thoroughly and clearly explain the entire process, so that you would have total clarity in every step of the way. Mr. Fallahi’s expert knowledge did provide me with great peace of mind in this undertaking. He does not offer “one size fits all” solutions or advice. He makes sure that his legal guidance is tailored to your unique situation. While Mr. Fallahi offers a wide array of legal and tax services, he would only offer those services he believes would be necessary and beneficial to your individual case, thus avoiding unnecessary cost to you. Thanks to Mr. Fallahi, my transaction went smoothly and without any headaches. Navigating the complex world of OFAC, banking, and tax regulations and implications related to the personal remittance of a foreign asset is by no means a simple task. It requires expert advice and guidance; and I am very grateful to Mr. Fallahi for his caring, professionalism, insight, and sound legal advice.

Response from the owner:Dear Captain Ali: Thank you so much for your thoughtful and generous review. It was truly a pleasure assisting you with your legal and tax matters involving sale of your international property and compliance with the U.S. Treasury’s Office of Foreign Assets Control (OFAC) Regulations and U.S. International Tax Laws. I’m glad to hear that our guidance helped bring you peace of mind throughout what can indeed be a complex process. Your kind words about my approach and professionalism mean a great deal to me. I’m always committed to providing tailored, clear, and practical legal advice, and I’m grateful for the trust you placed in Zaher Fallahi, Attorney At Law, CPA. Wishing you continued success and all the best in your future endeavors and flights, Captain. Warm regards, Zaher Falahi, Attorney At Law, CPA, and Team

Shahid Alam

1 year ago

I had an excellent experience working with Dr. Zaher Fallahi to recover four years of tax withholdings. His deep knowledge of tax law and clear communication made the process smooth and stress-free. Not only did he help retrieve the withheld amounts, but the IRS also paid additional interest thanks to his thorough handling of the case. I highly recommend his services for anyone dealing with complex tax matters.

Response from the owner:Thank you for your generous words, Mr. Alam. It was truly a privilege to be of service to you. I thoroughly enjoyed working with your esteemed team and felt like an honorary member throughout the process. Your collective determination played a key role in persuading the IRS to resolve the matter in your favor. My warmest regards to you, your team, and the honorable Chairman of the Board. Sincerely, Zaher Fallahi, Tax Attorney, CPA

Georgina Huicochea

1 year ago

"Working with Mr. Fallahi Zaher, attorney at law, has been an exceptional experience. He provided invaluable assistance during our audit conducted by the Internal Revenue Service. His professionalism, expertise, and dedication ensured that the process was handled smoothly and efficiently. We are extremely satisfied with his services and wholeheartedly recommend him to anyone seeking outstanding legal counsel."

Response from the owner:Thank you so much for your kind words, Georgina. It was truly an honor to serve your remarkable team. Your cooperation, along with George’s unwavering support, played a crucial role in the successful resolution of your IRS case. Wishing continued success to all of you. Warm regards, Zaher Fallahi, Tax Attorney, CPA

Graham Mitchell

1 year ago

I've been using Zaher and Jon for 14 years and they have been great every time. Filing every year has been a breeze, and they have always answered questions promptly if I have any. Zaher has assisted me with his legal services as well, and I have been very happy. They do a great job!

Response from the owner:Wow—has it really been 14 years? It’s truly been an honor to serve you over the years. My associates and I deeply appreciate your continued trust in us, both for tax and legal matters. Thank you for your kind words and for taking the time to share your experience. Warm regards, Zaher Fallahi, Tax Attorney, CPA

Incorporación y Transacciones Comerciales

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