• Tariffs and global uncertainty are driving up construction hard costs and disrupting material sourcing and timelines. 

• Developers and contractors are responding by rethinking supplier relationships, stockpiling inputs, and tightening contract language. 

• Legal and accounting professionals play a key role in helping you manage financial risk, secure financing, and monitor vendor compliance. 

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In today’s construction market, tariffs change fast — and so do your costs, contracts, and supply chain risks. One week, your project inputs are tariffed at 25%; the next week, that rate drops to 10%. This type of volatility is no longer the exception, it’s the new norm.

As of mid-2025, tariff policy remains in flux. While electrical components, steel, and Canadian lumber remain hot-button items, the broader concern is uncertainty.

“Uncertainty causes a hold or freeze in decision making,” said Eric Paulsen, chief operating officer of commercial real estate firm Kidder Mathews. “With the fluctuation in pricing, contractors used to provide a quote that was good for months, now it’s only good for a week … if not days.”

So, what does this mean for your bottom line — and how can you adapt your contracts, purchasing, and financial planning to respond?

How Tariffs Are Hitting You on the Developer Side

Tariffs are directly affecting hard costs and disrupting the procurement process, especially when it comes to internationally sourced materials like steel and electrical equipment. According to Paulsen, delivery delays for items like electrical transformers and panels have become more severe. Even before recent escalations, delays were stretching out to 12 months or greater — meaning materials had to be ordered before final plans were approved just to stay on schedule.

Paulsen added that uncertainty is now adding “an extra layer of scrutiny” to every purchasing decision.

Practical Steps Developers Are Taking

To mitigate the risk of tariffs, some developers are taking proactive steps, such as:

• Buying in advance or keeping materials on hand: While this can be “brutal for smaller shops,” it’s a practical move to hedge against volatility.

• Seeking out new sourcing options: Paulsen noted that smaller countries like Cambodia are trying to modernize and enter the manufacturing game, though that’s still a longer-term shift.

• Preparing to shift suppliers: “Long-time relationships between contractor and supplier are now at risk,” he said. For some firms, the current environment is “a great time to usurp a previous relationship.”

Ultimately, Paulsen warned that “development at its core has to pencil or the development won’t happen.” Unless it’s a government or public-use project or a user-driven build-to-suit, many speculative projects are currently on hold.

Best-Case Versus Worst-Case Scenario

Moving forward, Paulsen describes the best-case scenario as “stability or at least a sense that the worst is over, so people can make some decisions.” The worst-case scenario? Basically, more of the same: “Flip flopping, start/stop, or anything that causes uncertainty.”

For developers to fully participate in the market, they need to have a sense of where things stand.

“We need the rules of the road,” Paulsen said. “With some final stability, people will figure out the new market measures and re-engage. Until then people who can wait, will.”

On the Legal Side: Modernizing Your Contracts

If you haven’t revisited your contracts in the last few years, now’s the time.

Derek Weisbender, a construction partner at Allen Matkins, a law firm with deep roots in real estate, noted that it’s typical for certain contracts to allow contractors to request more money when there’s an unanticipated change in law (such as a new tariff) that makes performance more expensive. The burden is on vendors to support their claims.

He said there is an “obligation on vendors [to] show baseline costs as of the contract date.” That serves as support to validate future price fluctuations. Without that transparency, disputes are more likely. But if the backup is built in, you’re better positioned to make your case — whether costs go up or down. But what’s newer, and not often considered, is a reciprocal clause that protects an owner or developer when the opposite occurs (such as when a tariff is rescinded).

“Sophisticated owners are using the baseline tariff cost to claw back savings when tariffs are avoided,” Weisbender noted. In other words, if tariff costs are ultimately avoided, the owner or developer can negotiate a partial refund or cost adjustment. Some contractors may disagree. But, as Weisbender explained, “it seems fair that if an owner should bear the burden of a tariff increase, they should likewise enjoy the savings of a tariff decrease.”

The Role of Your Accounting and Finance Team

Adapting to volatility isn’t just a legal or operational issue. It’s a financial one, too.

If you’re considering strategies like prepayment, early ordering, or warehousing materials, you may need short-term capital — and that requires careful planning and documentation. Accountants can help you:

• Model out cash flow scenarios to support big-ticket pre-buys

• Prepare the financial reporting needed for loan applications, especially if you’re approaching lenders outside your primary bank

• Support compliance monitoring for tariff-related contract provisions, validating vendor costs and identifying irregularities

While accountants can’t give legal advice, they can offer critical support when it comes to making your financial strategy align with your contract protections.

Your Next Move: Reassess Your Risk and Recheck Your Language

Tariff policy is beyond your control. But how you plan, purchase, and protect your interests isn’t.

If you’re a developer or general contractor:

• Talk to your lawyer about updating your contracts to include cost claw-back provisions 

• Evaluate whether you need to shift suppliers or purchase materials in advance 

• Engage your accounting team to model cash flow, validate vendor inputs, and support financing conversations 

If you’re relying on old contract templates or handshakes, you could be leaving money on the table, or absorbing unnecessary risks.

In today’s market, your success depends on staying agile, informed, and well-supported.

How MGO Can Help

Our Professional Services team works closely with developers and contractors to provide financial clarity in uncertain markets. From cash flow modeling and budgeting for material pre-purchasing to preparing financial reports for lenders. We help you make confident, informed decisions. We also assist with ongoing compliance support tied to contract terms and vendor costs.

Reach out to our team today to build a financial strategy that keeps your business moving forward.

The post How to Manage Your Construction Costs in a Tariff-Turbulent Year appeared first on MGO CPA | Tax, Audit, and Consulting Services.

• AI agents deliver efficiency across the value chain — from contract review and tenant services to construction planning and payment management, agentic AI can streamline operations, reduce errors, and cut costs.
• Your firm should implement oversight, ethical safeguards, and security protocols to responsibly adopt autonomous systems.
• If you adopt early, you gain a competitive edge, as organizations that act now to pilot agentic AI use cases will position themselves ahead of competitors still relying on traditional processes.

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Real estate and construction companies are on the precipice of a dramatic shift. Artificial intelligence (AI), particularly agentic AI, will permanently change how the industry does business, streamlining functions from back-office administration to logistics, data-heavy tasks, and more.

Unlike traditional automation, intelligent agents are purpose-built and trained to fulfill specific roles, enabling them to make decisions independently and navigate complex processes with minimal human intervention. Organizations that successfully integrate these tools stand to benefit from faster decision making, improved project planning, and more competitive pricing.

For all its benefits, autonomous AI represents an intimidating advancement. These systems require robust support infrastructure and bring new risks and challenges. Organizations will need to strengthen their data governance processes, implement cybersecurity best practices, learn how to collaborate with autonomous systems, and account for novel risks like AI bias on an ongoing basis.

These complex dynamics call for thoughtful planning and targeted investments without delay. As first steps to integration, real estate and construction companies should proactively investigate how agentic AI can improve their operations and seek out potential use cases. Organizations that act quickly will unlock a powerful competitive differentiator, while those who wait risk being left behind.

Agentic AI Real Estate and Construction Use Cases

Companies are just beginning to understand the vast potential of AI agents. For real estate and construction leaders seeking an entry point, several use cases stand out as impactful and achievable options, each carrying the potential to increase efficiency and reduce operational overhead.

Real Estate Use Cases

Contracts and pricing: Property management firms are responsible for maintaining and understanding large troves of documentation. AI can quickly sift through huge amounts of data, easing the process of reviewing and drafting key documents. These tools will help verify that contractual clauses are written correctly and do not contain any oversights. They can also monitor regulatory activity and notify businesses in real time about any changes, new rules, and potential compliance issues. With appropriate oversight, they will even be able to make the necessary adjustments in some cases. 

During negotiations, firms could call upon their AI agents to screen tenant applications and leverage historical and current market data. Property managers could come to the table confident that their pricing decisions are defensible and backed by data, tailored to both meet their needs and satisfy applicants’ expectations.

Tenant management and customer service: Intelligent systems can offer around-the-clock support for maintenance or information requests. Previously, if a tenant experienced a non-emergency issue with an appliance during the night, they might need to wait until the following day to notify their management company and schedule repairs. Autonomous agents can respond immediately, no matter the time, and place a service request on the schedule for the following morning. Prompt responses will help reassure tenants they are being heard, reducing instances of friction and building loyalty. Should an emergency arise, the system can immediately notify the management company and update the maintenance schedule accordingly.

Back-office support: AI will transform the back office, processing and validating payments automatically and sending reminders to tenants or other customers who miss a deadline. With access to this financial information, intelligent tools can also help collect and organize data for financial reporting obligations and, if given the appropriate parameters, may even supplement actions such as filing taxes, cutting down on compliance costs while increasing efficiency.

Portfolio Management: Agentic AI can act as a continuous decision-making partner in investment management for both real estate and construction firms. It can autonomously monitor market dynamics, forecast project viability, and reallocate capital across portfolios in real time. It can also evaluate factors like material cost fluctuations, urban development plans, and rental yield trends to optimize asset performance without constant human oversight.

Construction Use Cases

Coordination and planning: AI agents can engage in forecasting, simulation, and planning for construction projects. They can also oversee communications with and between parties like inspectors, contractors, and subcontractors. Acting as project managers, these systems will monitor and log progress when a job is running smoothly, and step in to help course correct when necessary, independently adjusting schedules or budget forecasts based on changing circumstances. If, for example, malfunctioning machinery causes a work stoppage, an AI agent can flag the breakdown and incorporate the time needed for repairs into an updated project roadmap. With an autonomous agent managing workflows, organizations may be better insulated against human scheduling errors and resultant cost overruns.

Payment Management: Agentic AI can help construction companies manage payment applications, ensuring contractors and subcontractors are paid on time. It can also log completed work for recordkeeping and reporting purposes, keeping information standardized and accessible and reducing the chances of documentation getting lost or misclassified.

Permits and compliance: Construction projects require proper permitting and regular inspections to verify that job-site conditions are safe and compliant. Mistakes or misstatements in permitting documentation can be expensive and may increase overall compliance costs or open organizations up to enforcement actions. Intelligent agents can reduce these risks by gathering information for use in permit applications, interpreting and filling out the necessary forms, keeping track of permits filed, and updating the company in real time if permitting needs change. This function can be particularly impactful with respect to local jurisdictions, where regulations can often vary widely and can be difficult to track manually.

Agentic AI can also monitor labor union agreements and related workforce regulations, helping firms proactively align with union requirements, avoid disputes, and maintain smooth operations across all jurisdictions.

Humans in the Loop

Real estate and construction companies can pursue these applications today. As agentic AI advances, companies can integrate these systems even more deeply into operations. Think of smart buildings and autonomous construction equipment, all managed and guided by intelligent tools.

Even as AI functionality continues to evolve, one factor remains constant: Humans are essential to support both initial integration and provide ongoing oversight of new tools and technologies. Leaders must remain aware of the challenges AI can bring and treat adoption not as a one-off instance but as part of a long-term strategy.

Agentic AI Risks and Challenges

In the past, real estate and construction companies have not been as tech-forward as other industries. To support agentic AI, they will have to make up ground, particularly in areas like governance, cybersecurity, and AI literacy.

AI Bias

The risks posed by unseen biases grow substantially with AI agents. Data used to train AI is subject to the biases of the humans who provide it, sometimes causing a program to “inherit” the discriminatory biases of its creators. Inherited biases could lead to unfair or inaccurate outputs that damage the businesses that rely on them. This risk is especially prevalent for real estate firms, which may employ intelligent tools for tasks like pricing, contract negotiations, and application screening. For instance, if those systems have inherited a bias that causes them to treat applicants differently based on a protected characteristic, the firm could violate fair housing regulations, leading to significant financial, legal, and reputational risks.

Preventing AI bias demands continuous and active testing, covering both the underlying dataset and the AI’s outputs. Companies should request bias test results from any potential AI vendor, and check whether a vendor has obtained third-party certifications such as SOC 2 as an additional layer of confidence. A lack of bias testing is a red flag. The risks of harm to a business and its customers are too great to ignore. Organizations inexperienced in making these evaluations may consider enlisting a knowledgeable third party with the resources and experience to help check for unseen biases.

Governance

Strong AI governance, covering both technical concerns and operational risks, is critical for successful AI implementation. Because autonomous agents will operate cross-functionally, building a governance framework must be a cross-functional process, incorporating feedback from each area of the business and covering critical domains like risk management, data ethics, data privacy, data lifecycle management, and organizational structure.

For real estate and construction companies, the first step is assigning decision rights. Where will an AI agent be empowered to make decisions, what data will it leverage to do so, and how will human oversight be conducted? Answering these questions means defining specific use cases, such as the options above, and will allow firms to clearly delineate the AI agent’s role and assessing any risks tied to each use case. Organizations will also need a process to document decisions and deliver feedback. For domains that introduce compliance risks, such as construction site safety or tenant application screening, governance teams should implement several layers of checks to ensure that all decisions are responsible and ethical.

Governance is not just as a means for organizations to protect themselves, but also a way to unlock the full potential of their AI agents. A clear scope and well-defined decision parameters will enable safer usage, but they also create higher quality and more reliable outputs.

Cybersecurity

Interconnected systems can increase security vulnerabilities, necessitating new protections against novel forms of data theft. Real estate and construction companies will need clear visibility into AI input data, how that data is processed, who has access to it, and how it is shared to support data loss prevention (DLP) and stop sensitive data from leaking.

For organizations that employ outward-facing AI, such as agents that handle tenant inquiries, these needs are even sharper. A user interacting with an agent could ask a question that causes the system to reveal sensitive business information. Known as “prompt injection,” this tactic is increasingly used by bad actors to steal information without breaking into a company’s systems.

In some cases, strengthening cybersecurity also involves physical security. On a construction site, for instance, supervisors will likely use mobile devices or machinery that communicate with AI agents. Firms must be sure they have adequate endpoint security and a robust mobile device management strategy to track usage. If an unauthorized individual gains access, whether on purpose or by mistake, they could obtain sensitive information. These devices should only be accessed by trusted, predesignated users.

How MGO Can Help

Adopting agentic AI is not just about technology; it’s about building a sustainable framework that blends innovation with responsibility. At MGO, we help real estate and construction firms evaluate practical AI use cases, strengthen data governance, mitigate risk, and design tailored strategies for integration. Whether you are exploring tenant management automation, portfolio optimization, or construction compliance tools, our team provides you with the insights and guidance needed to move forward with confidence. By acting today, your organization can unlock efficiency, resilience, and a powerful competitive advantage in tomorrow’s market. Contact us to learn more.

Written by Tyler Cahill, Kirstie Tiernan and Kristi Gibson. Copyright © 2025 BDO USA, P.C. All rights reserved. www.bdo.com.

The post Agentic AI Use Cases for Today’s Real Estate and Construction Firms appeared first on MGO CPA | Tax, Audit, and Consulting Services.

• 100% bonus depreciation is back, and real estate owners and developers should act quickly to maximize deductions based on timing and qualified property use.

• Permanent Section 199A and 163(j) changes offer increased planning certainty and expanded benefits for REITs and other real estate businesses.

• New rules for residential condo developers and REIT subsidiaries provide you with targeted relief and flexibility, but only for contracts and tax years moving forward.

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The reconciliation tax bill signed into law by President Trump on July 4 sets out sweeping tax changes, with many provisions of interest to the real estate industry. This Alert highlights the most important changes for the industry to focus on in tax planning.

With the legislation now final and generally in effect, taxpayers in the real estate industry should evaluate the implications of the new legislation for their business and work with tax advisors to assess the impact of the provisions, especially those noted below, and identify planning opportunities and challenges.

Bonus Depreciation

The legislation permanently restores 100% bonus depreciation for property acquired and placed in service after January 19, 2025, for which there was no written binding agreement in effect before January 20, 2025. It also creates a new elective 100% depreciation allowance under Section 168(n) for any portion of nonresidential real property that is considered “qualified production property” (the QPP election). The QPP election is available if construction on the property began after January 19, 2025, and before January 1, 2029, and the property is placed in service by the end of 2030.

A qualified production activity includes the manufacturing of tangible personal property, agricultural production, chemical production, or refining. Qualified production property does not include property located outside the U.S. or U.S. possessions or any portion of building property that is used for offices, administrative services, lodging, parking, sales activities, research activities, software engineering activities, or other functions unrelated to qualified production activities. Property with respect to which the taxpayer is a lessor is not considered to be used by the taxpayer as part of a qualified production activity even if the property is used by a lessee in a qualified production activity.

There is an exception from the original use requirement if acquired property was not used in a qualified production activity between January 1, 2021, and May 12, 2025. Special recapture rules apply if the property is disposed of within 10 years after it is placed in service.

Insights

The restoration of 100% bonus depreciation is a welcome provision of the new legislation.  Qualified improvement property will continue to qualify for bonus depreciation, as will land improvements and other MACRS recovery property with a recovery period of 20 years or less. The placed-in-service date will be important, as property placed in service in 2024 will qualify only for 60% bonus depreciation and property placed in service between January 1, 2025, and January 19, 2025, will qualify only for 40% bonus depreciation.

Additionally, allowing producers, refiners, and manufacturers to fully expense buildings rather than depreciate them over 39 or 15 years is a substantial benefit. The definition of “production” will be important, and generally requires “a substantial transformation of the property comprising the product.” Taxpayers with buildings that house both qualified production activities and other administrative, office, or research functions will also likely need to perform an analysis to allocate costs between functions.

Section 199A

The legislation makes permanent the 20% deduction for qualified business income under Section 199A and favorably adjusts the phaseout of the deduction for taxpayers who do not meet the wage expense and capital investment requirements or who participate in a “specified service trade or business.”

Insights

The permanency of this provision provides welcome certainty for real estate investment trusts (REITs) and other real estate businesses. The safe harbor for rental activity to qualify as a Section 199A trade or business under Rev. Proc. 2019-38 remains in effect.

Section 163(j) Interest Deduction Limit

The legislation permanently restores the exclusion of amortization, depreciation, and depletion deductions from the calculation of adjusted taxable income for purposes of Section 163(j), which generally limits interest deductions to 30% of adjusted taxable income. The change is effective for tax years beginning after 2024.

Insights

This provision should allow many taxpayers in the real estate industry to reduce or eliminate their Section 163(j) interest expense limitation without making a real property trade or business election, which will preserve their ability to take bonus depreciation on qualified leasehold improvement property.

Taxable REIT Subsidiary Asset Test

The legislation raises from 20% to 25% the portion of the gross asset value of a REIT that may be attributable to equity and debt securities of taxable REIT subsidiaries, effective for tax years beginning after 2025.

High-Rise Residential Condominium Development, Construction and Sale

The legislation allows the completed contract method of accounting for many residential condominium, construction, and sale projects, effective for contracts entered into after July 4, 2025. For residential developers meeting the average annual gross receipts test under Section 448 ($31 million in 2025), the maximum estimated contract length is increased from two years to three years to qualify for the exception from the UNICAP rules under Section 263A.

Insights

This provision provides much needed tax relief to condo developers who often had to report income under the percentage of completion method, which often required the reporting of income before receiving payment. Allowing the use of the completed contract method of accounting allows better matching of reporting taxable income with the receipt of cash by the developer.

Unfortunately, the relief is provided prospectively, only for contracts entered into after the July 4, 2025, enactment date.  Therefore, taxpayers with contracts entered into prior to the enactment date will continue to be subject to the old rules. Moreover, reporting income for projects begun in prior years may be bound to the prior method of accounting.

SALT Cap

The legislation makes the state and local tax (SALT) cap permanent while raising the threshold for 2025-2029 before reverting to $10,000 in 2030. The cap is increased to $40,000 for 2025 but phases down to $10,000 once income exceeds $500,000. Both thresholds will increase by 1% for each year through 2029. The final version of the legislation does not include the provision in the earlier House bill that would have shut down taxpayers’ ability to use pass-through entity tax regimes to circumvent the SALT cap.

Other Important Provisions and Notable Omissions

There are many other significant changes in the legislation. Of particular interest to the real estate industry, the legislation:

• Makes permanent the qualified opportunity zone program, including the deferral of capital gains through investments in a qualified opportunity fund, and updates the rules for investments made after 2026; current QOZ designations will expire early at the end of 2026.
• Phases out many Inflation Reduction Act energy credits early and imposes new sourcing restrictions.
• Repeals the deduction for energy efficient improvements to commercial buildings under Section 179D for property beginning construction after June 30, 2026.
• Makes permanent the increases to the low-income housing tax credit.
• Makes permanent the new markets tax credit.

In addition, there were several provisions under discussion that would have affected the real estate industry but that were not ultimately included in the final legislation. The final legislation:

• Does not include the “revenge tax” or “retaliatory tax” under proposed new Section 899, which had been included in the initial House-passed version of the bill and would have increased tax and withholding rates on taxpayers resident in countries imposing “unfair foreign taxes.”
• Does not include a provision included in the earlier House bill that would have required disallowed losses to remain subject to the Section 461(l) active loss limitation in future carryover years.
• Does not eliminate the carried interest “loophole,” despite President Trump having expressed support for such a provision.
• Does not include a limit on state and local tax deductions for businesses.

For a broad discussion of the provisions in the legislation, see BDO’s Tax Alert, “Republicans Complete Sweeping Reconciliation Bill,” and Comparison Chart of Key Provisions in the 2025 Tax Legislation.

How MGO Can Help

Navigating the sweeping tax changes in this new legislation requires more than a surface-level understanding. It calls for strategic foresight, detailed analysis, and expert guidance. At MGO, our real estate tax professionals are here to help you assess the impact of these new rules, strengthen your tax positions, and uncover planning opportunities tailored to your portfolio or operations. Whether you’re a REIT, developer, investor, or owner-operator, we’re ready to provide clarity, confidence, and customized strategies to help you thrive under the new tax landscape. Contact us to learn more.

Written by Julie Robins and Robert Schachat. Copyright © 2025 BDO USA, P.C. All rights reserved. www.bdo.com

The post New Tax Law Includes Numerous Provisions Affecting Real Estate Industry appeared first on MGO CPA | Tax, Audit, and Consulting Services.

• A new executive order may allow 401(k) plans to invest in private equity, hedge funds, and other alternatives typically reserved for institutions.

• Plan sponsors must weigh higher returns against risks like illiquidity, valuation challenges, and increased fiduciary oversight responsibilities.

• Legal and regulatory frameworks are evolving fast, requiring plan providers to strengthen transparency, fee structures, and participant education.

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On August 7, 2025, President Trump signed an executive order directing the Department of Labor (DOL) and Securities and Exchange Commission (SEC) to expand access to alternative assets — including private equity, real estate, and digital assets — for 401(k) plans. The goal: open the door to private equity, hedge funds, real estate, and even crypto in retirement plan menus. As both 401(k) auditors and trusted advisors, MGO is helping plan sponsors understand what this expanded access to private equity means for governance and compliance.

Why This Matters Now

With fewer public companies and growing demand for diversified retirement options, private equity firms and plan administrators have been advocating for broader access to private markets. Major players like Blackstone, KKR, and Apollo are pushing to offer these strategies to everyday savers through target date funds and pooled investment options.

Regulators are responding, Trump’s executive order is expected to accelerate this trend by instructing the DOL and SEC to build a framework for oversight and access. This move is positioned as a retirement security initiative to democratize access to high-quality investment options, aiming to empower over 90 million Americans currently excluded from alternative asset opportunities.

Potential Benefits

• Higher return potential: Private equity has historically delivered strong long-term performance, with average annual returns nearing 14% compared to ~8% for public equities.

• Diversification: Adding private market exposure can reduce correlation to public stocks and may help smooth volatility over time.

• Tax deferral: Returns on alternative investments in 401(k)s keep the same tax advantages as traditional plan assets.

• Expanded access: Ordinary investors gain exposure to asset classes previously reserved for accredited or institutional investors, democratizing retirement portfolio options.

Risks and Concerns

• Liquidity and transparency: Private investments are harder to value, less liquid, and more complex to manage than traditional funds.

• Fee structures: Management and performance fees are significantly higher than index funds, which can erode participant returns.

• Fiduciary exposure: Plan sponsors carry legal responsibilities under the Employee Retirement Income Security Act (ERISA). If alternatives are misused or misunderstood, liability risk increases.

• Focused investment risk: Private equity funds may concentrate on specific sectors or strategies, which can increase exposure to market shifts or operational volatility.

• Potential for loss: Like all investments, private equity carries risk — including the possibility of capital loss — despite the perception of higher returns.

Regulatory Momentum

The Trump administration’s order builds on a 2020 DOL information letter that cautiously allowed private equity in defined contribution plans — but few sponsors acted. The new order goes further by directing agencies to build consistent frameworks for oversight, pricing, and participant protections.

The order also instructs the SEC to revise applicable regulations to support the inclusion of alternative assets in participant-directed defined contribution plans. The SEC has indicated it may issue new valuation and fee disclosure rules to support this shift.

What Plan Sponsors Should Do

How MGO Can Help

As plan sponsors consider adding private equity or other alternatives to 401(k) lineups, fiduciary responsibilities and audit requirements become more complex. MGO offers guidance to help organizations evaluate these changes, manage risk, and stay compliant with ERISA and DOL expectations.

Our employee benefit plan (EBP) audit team conducts hundreds of 401(k) plan audits annually. We understand the documentation, disclosures, and governance needed to support evolving investment strategies. Whether you’re navigating new guidance, restructuring plan offerings, or preparing for audit readiness, we bring the insight and experience to support your goals. Contact us today to learn how we can help you.

The post Private Equity Access in 401(k) Plans Gains Steam appeared first on MGO CPA | Tax, Audit, and Consulting Services.

• State tax restructuring helps reduce income and franchise tax liabilities through legal, operational, and financial structure adjustments. 

• Businesses with separate filing states, foreign ops, or upcoming transactions can benefit from tailored state tax restructuring strategies. 

• Intercompany transactions and transfer pricing studies are essential tools for compliant, audit-ready state tax restructuring plans. 

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As organizations expand organically or conduct strategic transactions or acquisitions, their state tax liabilities are likely to increase. State tax restructuring can be key to reducing state tax liabilities. Many companies are unaware of the restructuring options available and the opportunities they offer. State income tax restructuring can help organizations improve state tax efficiency and reach business objectives. By understanding the types of restructuring opportunities available, tax leaders can help their organizations become more state tax efficient.  

When Should a Company Consider State Tax Restructuring? 

State tax restructuring involves evaluating an organization’s state tax profile and identifying ways to change its operational, financial, or legal entity structure to help improve tax efficiency.   

While every organization’s situation is unique, the most common business profiles considered for restructuring include: 

• Organizations paying significant taxes in separate filing states;  

• Organizations that pay large amounts of state income taxes and have considerable foreign operations; 

• Organizations planning strategic transactions; and  

• Organizations with substantial franchise tax liabilities. 

Organizations Paying Significant Taxes in Separate Filing States 

There are opportunities to restructure to help reduce state tax liabilities — particularly for organizations that have significant state tax liabilities in separate filing states. Separate filing states impose tax on each corporation with nexus in the state, while mandatory combined filing states assess tax on the combined income of affiliates operating as a unitary business group. The orange states in the map below are separate filing states.  

Separate Filing States 

Map indicates U.S. separate filing states based on information available as of May 27, 2025: Alabama, Arkansas, Delaware, Florida, Georgia, Iowa, Indiana, Louisiana, Maryland, Mississippi, Missouri, North Carolina, Oklahoma, Pennsylvania, South Carolina, Tennessee, and Virginia. 

Organizations can leverage different filing methodologies across states and set up legal structures for tax planning purposes. For example, affiliated groups that have entities filing in separate and combined filing states can restructure their operations to report more income in combined filing states and less income in separate filing states, provided the restructuring is properly implemented and any intercompany dealings are well documented, at arm’s length, and consistent with applicable state tax laws. Reporting more income in combined filing states may reduce state tax liabilities in separate filing states while having minimal to no impact in combined filing states. 

Organizations That Pay a Significant Amount in State Income Taxes and Have Significant Foreign Operations 

Organizations that have foreign operations or plan to expand internationally can sometimes leverage their international presence to save state taxes. For instance, numerous unitary combined states exclude foreign corporate affiliates or “80/20 corporations” (that is, a corporation with more than 80% of its payroll, property, and/or sales outside the U.S.) from the combined group. Companies with foreign operations may be able to restructure their operations to minimize their state income tax liabilities but with minimal to no impact to their foreign tax liabilities. As with any planning, the restructuring must be properly implemented and documented to achieve state tax savings.     

Organizations Planning a Strategic Transaction 

Corporate and pass-through entities might also consider restructuring their businesses to help prepare for a major transaction or liquidity event. For instance, pass-through entities such as partnerships or S corporations can properly plan and restructure in anticipation of major transactions to help minimize the transactions’ state tax burdens on their owners. 

Organizations Paying Significant Franchise Taxes 

There are planning and restructuring opportunities for companies that pay substantial state franchise taxes based on their assets or net worth. Companies might also be able to use planning strategies to reduce their franchise tax bases or conduct business in alternative structures that can reduce their franchise tax liabilities. At times, the restructuring strategies that help minimize state franchise taxes may also serve to minimize state income taxes.    

Using Intercompany Transactions for State Tax Efficiency 

Intercompany transactions can help organizations reduce their state tax liabilities. However, to withstand audit scrutiny, transfer pricing studies must be performed to ensure intercompany transactions are conducted at arm’s length and consistently with applicable federal and state tax laws. Companies should consider restructuring strategies that incorporate intercompany transactions to mitigate state tax costs. However, it is critical that all intercompany transactions comply with federal and state transfer pricing rules, have legitimate business purposes, and are properly documented. 

What Is the Process for State Tax Restructuring? 

Restructuring an organization for tax efficiency purposes can be time and resource intensive, involving numerous internal and external advisors, including financial, legal, and tax professionals. Restructurings typically are executed in four phases: strategic assessment, design, implementation, and maintenance.  

Phase 1: Strategic Assessment 

Review the organization’s business data and information, including operations, financial data, income projections, and tax position. 

Develop various structural options, outlining associated business implications and the potential state tax impact and savings of each structure.  

Present a summary of findings to management and key stakeholders to evaluate the various restructuring options. 

Phase 2: Design 

• Conduct a comprehensive evaluation of the restructuring options to determine the most efficient structure. 

• Assess the business and tax considerations of the various structures.  

• Determine the restructuring option that will be pursued and develop an implementation workplan and execution timeline. 

Phase 3: Implementation 

• Manage and facilitate execution of the workplan, including legal, accounting, operations, human resources, payroll, tax, and other affected areas. 

• Conduct weekly meetings to assess progress, identify issues, and determine resolutions. 

• Work with accounting teams on system modifications to establish separate books and records for the new entities. 

• Perform transfer pricing studies and comparables research to identify arm’s-length price and prepare the transfer pricing report. 

• Prepare all business and tax registrations for the new entities. 

Phase 4: Maintenance 

• Perform a review to determine if procedures, policies, accounting, and other affected areas are operating as intended. 

As state tax authorities increase their scrutiny of complex tax structures, it’s critical for entities to maintain strong supporting documentation that defends any new structure’s business purpose. Organizations should maintain documentation that demonstrates transactions were conducted according to federal and state transfer pricing rules and at arm’s length. Separate balance sheets, income statements, board meeting minutes, and proper accounting of intercompany transactions are necessary for compliance.  

Pursuing a Restructuring Strategy 

While restructuring may seem daunting, it can significantly help strengthen your state tax posture and enhance state tax efficiency. 

For organizations considering restructuring to mitigate state income tax liabilities, adhering to compliance and legal standards is critical. Working with experienced advisors who have knowledge of state income tax, sales and use tax, transfer pricing, federal tax, and employment tax, can help companies navigate the complexities of state tax restructuring and develop strategies that align with their long-term objectives.  

Written by Mariano Sori-Marin and Shirley Wei. Copyright © 2025 BDO USA, P.C. All rights reserved. www.bdo.com 

How MGO Can Help Optimize Your State Tax Structure 

MGO’s state and local tax professionals work with organizations to identify and implement restructuring strategies that reduce state tax burdens and support long-term growth. We provide end-to-end support — from strategic assessment through implementation and documentation — tailored to your unique operational footprint. Whether you’re preparing for a major transaction, navigating multistate complexities, or seeking tax efficiencies, our team delivers practical solutions grounded in compliance and informed by decades of experience. Contact us to learn more.  

The post How Restructuring Can Help Support State Tax Efficiency  appeared first on MGO CPA | Tax, Audit, and Consulting Services.

• The new tax law permanently restores 100% bonus depreciation for qualified property placed in service after January 19, 2025.

• This change allows you to fully deduct eligible improvement costs upfront — improving cash flow and long-term planning.

• Real estate investors should watch for state-level differences and consider cost segregation studies to maximize the benefit.

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On July 4, President Donald Trump signed the One Big Beautiful Bill Act into law. Among the sweeping tax and spending provisions, one key change stands out for real estate investors: the return of 100% bonus depreciation.

Bonus depreciation is a powerful way to front-load deductions on qualifying property. Although it was first introduced in 2002 following the events of Sept. 11, the percentage deduction has varied over the years. Most recently, the 2017 Tax Cuts and Jobs Act (TCJA) increased bonus depreciation to a full 100% deduction. However, the TCJA also included a phasedown schedule — dropping the deduction to 40% in 2025 and eliminating it entirely by 2027.

Now, that phasedown has been reversed. The new law permanently restores 100% bonus depreciation for qualified property placed in service on or after January 20, 2025.

5 Ways the Return of 100% Bonus Depreciation Could Impact Your Strategy

If you’re investing in real estate, the return of 100% bonus depreciation creates new opportunities. Here are five ways it could affect your planning and cash flow moving forward:

1. You Can Plan Ahead With Certainty

For years, bonus depreciation rates have been a moving target. With this new law, you get consistency. Knowing that 100% bonus depreciation is now permanent gives you the ability to map out property improvements or acquisitions with a clear understanding of the tax impact. No more rushing projects to get ahead of a phase-down deadline. This is especially useful if you’re managing multiple properties or planning major capital expenditures.

2. Bigger Deductions Mean Better Cash Flow

Land improvements and qualified improvement property (QIP) — such as parking lots, landscaping, and interior upgrades to commercial buildings — are major expenses for real estate investors. With 100% bonus depreciation, you can deduct these costs in full the year they’re placed in service. That’s a non-cash expense generating real tax savings, freeing up cash you can reinvest into more properties, upgrades, or operations.

3. Bonus Depreciation Is Automatic — But You Still Have Options

The new law keeps the same framework: bonus depreciation is automatic unless you elect out. This means you don’t have to remember to file any special paperwork to claim the deduction. But if you’re planning to sell a property soon and want to avoid a large depreciation recapture, you still have the option to elect out of bonus depreciation for specific asset classes. That flexibility gives you more control over your long-term tax strategy.

4. Don’t Forget About State Taxes

While federal bonus depreciation is back at 100%, state treatment varies widely. Some states conform fully, others partially, and some not at all. Several states have flip-flopped in past years, some years complying with federal bonus depreciation rules and other years decoupling from the federal deduction, so it’s important to monitor changes over time. Failing to account for federal-to-state differences in depreciation can lead to surprises when filing your state returns. Work with a professional to stay ahead of shifting state policies.

5. Cost Segregation Studies Just Got More Valuable

With 100% bonus depreciation locked in, cost segregation studies are more useful than ever. These studies help you identify components of your property — like lighting, flooring, plumbing, land improvements and specialty electrical systems — that can be depreciated over five, seven, or 15 years instead of the standard 39 years or 27.5 years for residential real estate. That makes more of your investment eligible for immediate expensing. If you’re buying, renovating, or developing commercial or residential property, a cost segregation study could lead to substantial tax savings (use our cost segregation assessment tool to see if you could benefit).

Increased Opportunity and Complexity for Real Estate Investors

The return of 100% bonus depreciation is big news for real estate investors. It gives you stronger cash flow, more predictable planning, and powerful incentives to invest in and improve your properties. But it also adds complexity — from deciding when to elect out to understanding how state rules diverge from federal law.

How MGO Can Help

Our Real Estate team is ready to help you take full advantage of the new bonus depreciation rules. Whether you’re planning improvements, exploring a cost segregation study, or preparing for a property sale, we’ll work with you to uncover tax-saving opportunities and support your long-term investment strategy.

Reach out today to start planning your next move.

The post What New Bonus Depreciation Rules Mean for Real Estate Investors appeared first on MGO CPA | Tax, Audit, and Consulting Services.

• The new law preserves SALT workarounds and Section 199A, but limits itemized deductions and expands QSB stock eligibility. 

• Asset managers must reassess their investment structures, energy projects, and carried interest planning. 

• Portfolio companies gain bonus depreciation and interest deduction flexibility but face new limits in 2026. 

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The enactment of the One Big Beautiful Bill Act (OBBB) on July 4 will have a significant impact on tax planning for the investment and asset management industry. 

The act has mostly favorable provisions for asset management, with varying implications for asset managers, portfolio company investments, and investors. With the legislation now final, investors and funds should focus on assessing its impact and identifying planning opportunities and challenges. 

Several key provisions offer different options for implementation. The effective dates will be important, and there may be time-sensitive planning considerations. The act could immediately affect decisions on how to structure new investments in tax efficient ways. 

This Alert highlights key provisions of the OBBB affecting the asset management industry. For a broader discussion of the act, see BDO’s Tax Alert: “Republicans Complete Sweeping Reconciliation Bill.” Also available are a table of major provisions, a recording of a July 10 webcast on the act, and discussions of the financial accounting implications, international tax provisions, and real estate implications.  

Key Implications for Asset Managers 

Preservation of SALT Cap Workarounds and Section 199A 

The act makes permanent the Section 199A deduction for pass-through business income. The deduction will still generally not be available for financial services, brokerage services, investing or investment management, trading, or dealing in securities. It will remain available for real estate investment trusts (REITs), banking, and some portfolio company operating businesses structured as pass-throughs. 

The OBBB makes the state and local tax (SALT) cap permanent while raising the threshold for five years and then reverting it to $10,000 in 2030. The cap is set at $40,000 for 2025 but phases down to $10,000 once income exceeds $500,000. Both thresholds will increase by 1% for each year through 2029. More importantly, lawmakers struck a provision that would have shut down SALT cap workarounds offered by states with pass-through entity tax (PTET) regimes.  

Takeaway 

Most states have now enacted PTET regimes that allow pass-through businesses to elect to be taxed at the entity level, where a deduction is allowed without regard to the individual SALT cap. The regimes can offer a valuable benefit to both managers and investors, particularly in years when a transaction will create significant state taxes. The elections can also have complex ramifications and should be modeled first.  

IRA Energy Credits Phaseout and Repeal 

The OBBB raises approximately $500 billion by repealing, restricting, and phasing out many of the energy credits enacted under the Biden administration as part of the Inflation Reduction Act (IRA). The effective dates for the phaseouts and new restrictions are staggered depending on the specific credit. The act does not affect the transferability or refundability of the credits. 

Takeaway 

Funds involved in energy investments or projects should carefully assess the impact of the rules. It may be prudent to accelerate some near-term projects while reassessing the economic viability of projects that are less shovel ready. The credit transfer market and tax equity financing market should remain robust for the next several years.   

Changing the Regulatory Mandate for Disguised Sales or Payments for Services 

The act changes a reference to regulations under Section 707(a)(2) that could affect fund managers. It essentially clarifies that the rules are effective even in the absence of regulations. 

Section 707(a)(2) allows the IRS to recharacterize certain transactions involving partners and partnerships. For example, Section 707(a)(2) can be used to treat the exchange of partnership interests for waived management fees or carried interests as a disguised payment for services. If applicable, this can result in fund managers or carry partners recognizing ordinary income rather than capital gains. Additionally, certain contributions of cash to a partnership followed by a distribution to the partners may be recharacterized as a purchase of partnership interests from the selling partners. This recharacterization could result in the recognition of additional taxable gain by the “selling” partner.  

The statute was previously drafted to provide that Section 707(a)(2) operates “under regulations prescribed by the Secretary.” To date, no regulations have been finalized addressing disguised sales of partnership interests. Further, only proposed regulations have been issued addressing disguised payment for services. The act modifies the statute to provide that Section 707(a)(2) operates “except as provided by the Secretary.” This appears to clarify that the statute operates even in the absence of regulations. Further, the amendment delegates significant authority to the IRS to provide operational rules. 

Takeaway 

The IRS has long argued that the prior statute is still operative even in the absence of regulations, and the legislation provides that it should not be “construed to create any inference with respect to the proper treatment under Section 707(a)” before the date of enactment. But there may be some question as to whether taxpayers can argue that the rules do not apply to prior transactions because of the lack of regulations. The provision is effective for services performed and property transferred after July 4, 2025. 

Pro-Rata Rules Under GILTI and Subpart F  

The act changes the pro-rata share rules to require a U.S. shareholder of a controlled foreign corporation (CFC) to include its pro-rata share of Subpart F or Net CFC Tested Income (formerly GILTI) if it owned stock in the CFC at any time during the foreign corporation’s tax year in which it was a CFC. It removes the requirement that the U.S. shareholder own the CFC’s stock on the last day the foreign corporation was a CFC. Treasury is given the authority to issue regulations allowing taxpayers to make a closing of the tax year election if there is a disposition of a CFC. 

Takeaway 

Managers will need to analyze current investments to understand the impact of this change. Managers will need to closely monitor the investor makeup of offshore funds, especially in the initial launch/fundraising phase. 

Active Business Losses Under Section 461(l) 

The OBBB makes the active loss limit under Section 461(l) permanent, while reducing the threshold at which it applies beginning in 2026. Lawmakers struck from the act a provision that would have changed how disallowed losses under Section 461(l) are treated. 

Takeaway 

A disallowed loss under Section 461(l) will still be converted to a net operating loss (NOL) in subsequent years. This allows investors to use an NOL created by Section 461(l) against other sources of income in future years. 

Repeal of Itemized Deductions 

The act makes permanent the repeal of most itemized deductions, including those for investment expenses (apart from investment interest) incurred for the production of income under Section 212. 

Takeaway 

Consistent with the treatment since 2018 under the Tax Cuts and Jobs Act, investment expenses will generally only be deductible to the extent they are considered ordinary and necessary expenses of an activity that rises to the level of a trade or business under Section 162. This will continue to impact investors in private equity, venture capital, and other investment funds where items such as management fees generally are not deductible at the individual level. 

Limit on Value of Itemized Deductions 

The OBBB creates a new limit on itemized deductions, including investment interest. The provision would essentially cap the value of itemized deductions so that the maximum benefit achievable is equivalent to offsetting income taxed at a top rate of 35% rather than offsetting income taxed at the higher individual marginal rate of 37%. 

Takeaway 

This limit applies after the deduction is capped based on the amount of net investment income. For individuals taxed at the 37% rate, this is essentially equivalent to imposing a 2% tax on the total amount of otherwise deductible investment interest (and any other itemized deductions).    

Creation of Trump Accounts 

The OBBB establishes new tax-preferred investment accounts for individuals under the age of 18. Contributions are set to begin one year after enactment and are allowable up to $5,000 per year until the calendar year before an individual turns 18. A pilot program will provide a $1,000 tax credit for contributing to an account for every child born from 2025 through 2028. Eligible investments are limited to mutual funds or exchange traded funds that track a qualified index, do not use leverage, and have expenses of less than 0.1%. Qualified indexes include the S&P 500 and other indexes for equity investments primarily in U.S. companies. Industry-specific indexes are prohibited but indexes based on market capitalization are allowed.  

Takeaway 

The automatic $1,000 contribution for children born from 2025-2028 will create millions of potential accounts for the asset management industry to administer.  

Key Implications for Portfolio Company Investments 

Expansion of Qualified Small Business Stock Eligibility 

The act enhances the exclusion of gain for qualified small business (QSB) stock under Section 1202 issued after July 4, 2025: 

• In addition to the existing 100% exclusion for qualified stock held for five years, taxpayers can qualify for a 50% exclusion after three years and a 75% exclusion after four years. 

• The current limit on the exclusion (the greater of $10 million or 10 times basis) is increased to the greater of $15 million or 10 times basis, indexed to inflation beginning in 2027.  

• The limit on gross assets at the time stock is issued is increased from $50 million to $75 million, indexed to inflation beginning in 2027. 

Takeaway 

QSB stock is a powerful tax planning structure that has become increasingly popular with private equity in recent years. The changes make the structure more accessible and increase the size of potential investments. State conformity to both the existing rules and new changes will be important for determining whether the structure is appropriate. Key states such as California do not conform to the federal QSB stock exclusion.  

Section 163(j) Limit on the Interest Deduction 

The OBBB permanently restores the exclusion of amortization, depreciation, and depletion from the calculation of adjusted taxable income (ATI) for purposes of Section 163(j), which generally limits interest deductions to 30% of ATI. The change is effective for tax years beginning after 2024. 

The act makes two unfavorable changes for tax years beginning after 2025. Income from Subpart F and Net CFC Tested Income (formerly GILTI) will be excluded from ATI along with Section 78 gross-up amounts for indirect foreign tax credits. More importantly, the limit will apply to any interest capitalized to other assets, except interest capitalized to straddles under Section 263(g) or to specified production property under Section 263A(f). 

Takeaway 

The changes may allow highly leveraged portfolio companies to deduct suspended interest carryforwards beginning in 2025. Although the act essentially shuts down interest capitalization planning for years beginning in 2026 or later, those strategies remain viable for the 2024 and 2025 tax years. The legislation will not claw back any interest capitalized to other assets in tax years beginning before 2026, even if the capitalized interest has not been fully recovered with the asset. Interest capitalization planning in 2024 and 2025 could help some portfolio companies deduct additional interest more quickly and could be particularly beneficial for companies that may still face the limit even after the favorable change to ATI.  

Bonus Depreciation and Small Business Expensing 

The act permanently restores 100% bonus depreciation for property placed in service after January 19, 2025. The change could affect the Section 743(b) basis adjustment for funds purchasing interests in a partnership. The act also increases the Section 179 deduction to $2.5 million with a phaseout threshold of $4 million for property placed in service after 2024, with both thresholds indexed to inflation in future years. 

Restoration of Limitation on Downward Attribution of Stock Ownership  

The act reinstates Section 958(b)(4), which, prior to the Tax Cuts and Jobs Act (TCJA), prohibited the downward attribution of stock ownership from a foreign person to a U.S. person for purposes of determining CFC and U.S. shareholder status. The repeal of Section 958(b)(4) under the TCJA resulted in many foreign corporations becoming CFCs and created filing obligations for constructive U.S. shareholders. These rules are effective for tax years beginning after December 31, 2025. 

Takeaway 

The restoration of Section 958(b)(4) could simplify reporting obligations for certain taxpayers. Taxpayers that were affected by the repeal of Section 958(b)(4) in the past should carefully review these rules to see if they are impacted by the reinstatement of the section. 

Section 174A Research Expensing 

The act permanently restores the expensing of domestic research costs for tax years beginning after December 31, 2024. The permanent expensing rules are created under new Section 174A, while Section 174 is retained and amended to provide for the continued 15-year amortization of foreign research costs. Taxpayers retain the option of electing to capitalize domestic Section 174A costs and amortize such amounts over 10 years or the useful life of the research (with a 60-month minimum).  

The act will generally require taxpayers to implement the new treatment with an automatic accounting method change on a cut-off basis, but it offers two alternative transition rules. Taxpayers can elect to claim any unamortized amounts incurred in calendar years 2022, 2023, and 2024 in either the first tax year beginning after 2024 or ratably over the first two tax years beginning after 2024. Separate transition rules are available for eligible small business taxpayers meeting the gross receipts test under Section 448 ($31 million in 2025) for the first tax year beginning after 2024, allowing those taxpayers to file amended returns to claim expensing for tax years before 2025. 

Takeaway 

There are important interactions between Section 174 and other tax attributes, especially for portfolio companies that will continue to face a limit on interest deductions even after the OBBB change. Companies should consider modeling out the implementation options and capitalization elections to determine the most favorable treatment. 

Real Estate Investment Trusts   

The OBBB raises the percentage of allowable assets a REIT may have in a taxable REIT subsidiary from 20% to 25% effective for tax years beginning after 2025. The change provides additional structuring flexibility for managers with REITs in their structure.  

Deductions for Overtime Pay and Tip Income 

The act creates a deduction of up to $12,500 (single) and $25,000 (joint) on qualified overtime compensation, as well as a deduction of up to $25,000 on qualified tips reported on Forms W-2, 1099-K, 1099-NEC, or 4317. These deductions are allowed from 2025 through 2028 without regard to whether a taxpayer itemizes deductions.  

Takeaway 

These new deductions will carry certain reporting requirements and compliance complexities, impacting portfolio companies with eligible employees. Hospitality companies, in particular, will need to make several determinations at the entity level that could affect whether employees qualify. All companies should consider communicating with employees that receive tips or overtime wages on the withholding considerations.    

Key Implications for Investors 

Endowment Tax Increase  

The OBBB will increase the 1.4% tax on net investment income of private colleges and universities, but it will limit the application of the tax to universities with at least 3,000 tuition-paying students (up from 500). The OBBB imposes a new rate structure with excise taxes up to 8%.  For institutions with a student adjusted endowment over $500,000 and not exceeding $750,000, the rate remains 1.4%.  For institutions with a student adjusted endowment over $750,000 and not exceeding $ 2 million, the rate is 4%. For institutions with a student adjusted endowment over $2 million, the top rate is 8%. The changes are effective for tax years beginning after 2025. 

Takeaway 

Affected universities have some runway before the change takes effect, particularly those with fiscal years ending on June 30. There may be planning opportunities to accelerate income or trigger gains at lower rates.  

Written by Shawn McKenna, Joe Pacello and Dustin Stamper. Copyright © 2025 BDO USA, P.C. All rights reserved. www.bdo.com 

How MGO Can Provide Strategic Tax Guidance for Asset Managers Facing OBBB Changes 

MGO works with asset managers, private equity funds, and investors to turn policy shifts into opportunity. The OBBB introduces a wide array of changes, from enhanced QSB stock benefits and bonus depreciation to stricter rules around disguised sales and interest deductibility. Our tax team help you model scenarios, optimize fund structures, and align tax strategies with evolving rules. Whether you’re rethinking offshore structures, planning around energy credit phaseouts, or managing carried interest treatment, we provide you with the insight and execution you need to keep your investments tax efficient and future ready. Contact us to learn more.  

The post OBBB Is Final: What’s Next for Asset Managers?  appeared first on MGO CPA | Tax, Audit, and Consulting Services.

• If your business qualifies, you can access NMTC-subsidized loans that offer favorable terms and potential loan forgiveness after seven years. 

• Sectors such as healthcare, manufacturing, education, and renewable energy may qualify, while certain restricted businesses are excluded. 

• To be a successful job applicant, you should demonstrate job creation, training programs, or improved access to services like healthcare or education. 

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The New Markets Tax Credits (NMTC) Program is a federal initiative aimed at supporting businesses that make capital expenditure (CapEx) investments and create community impact in low-income areas in the U.S. Through the NMTC program, companies making these investments can receive tax credit-subsidized loans for use in their projects. Among other preferential terms, these NMTC loans generally provide for forgiveness of the principal at the end of a seven-year term, delivering a permanent cash benefit to investors. 

These FAQs provide insights and answers about the program, offering an overview of its features and explaining how businesses can benefit from participation. 

What is the NMTC program? 

• The NMTC program was created in 2000 as part of the Community Renewal Tax Relief Act and was designed to subsidize capital investments in low-income communities. Businesses that invest in eligible low-income communities (Qualified Active Low-Income Community Businesses or QALICBs) are eligible to receive tax credit-subsidized NMTC loans that have principal forgiveness features after a seven-year term, providing a permanent cash benefit to the QALICB. In addition to principal forgiveness, these loans offer other beneficial features, including interest-only terms and below-market interest rates. 

Who can benefit from the NMTC program? 

• Businesses that make CapEx investments in eligible low-income census tracts are eligible to apply and receive NMTC financing. Businesses can be either for-profit or not-for profit.  

• Additionally, the NMTC program supports a wide range of business sectors, including manufacturing, healthcare, retail, renewable energy, education, and more. Businesses involved in the following activities are not eligible for NMTC financing: massage parlors, gaming facilities, liquor stores, racetracks, tanning facilities, and golf courses. The NMTC program also imposes certain restrictions related to farming and residential rental properties. 

How does the NMTC program work? 

• Every year, certified Community Development Entities (CDEs) apply to the Community Development Financial Institutions (CDFI) Fund, a branch of the U.S. Treasury, for New Markets Tax Credit Authority (also known as an NMTC allocation). If awarded an NMTC allocation, CDEs use this tax credit authority to offer tax credits to Tax Credit Investors in exchange for NMTC equity. CDEs can then use the capital to make loans and investments to QALICBs with projects in low-income communities. Each CDE has its own specific strategy for its NMTC allocation (for example, some CDEs may provide NMTC financing only to businesses in certain states or certain industries) and will evaluate which projects to finance based on the community impact generated by the CapEx investment. 

• The NMTC program is currently set to expire on December 31, 2025, with the final two rounds (CY24 and CY25) of approved NMTC allocation expected to be released in the fall of 2025, totaling $10 billion. The NMTC program has generally received bipartisan support and, most recently, the Senate Finance Committee released legislative text as part of the Senate Republicans’ proposed budget reconciliation bill on June 16, 2025 that included a provision to permanently extend the NMTC program.  

NMTC Project Requirements 

Is my project eligible for NMTC financing? 

• To be eligible for NMTC financing, projects must be located in an eligible low-income census tract and must generate significant community impact. Community impact encompasses a wide range of initiatives, including but not limited to: 

• Quality job creation, generating positions that offer living wages and/or benefits such as health insurance, 401K or retirement plans, and paid time off. 

• Accessible job creation, whereby positions are made available to individuals who have only a high school degree or the equivalent, or individuals who face other barriers to employment (for example, the longer-term unemployed, displaced workers, or the formerly incarcerated). 

• Creating or expanding employee training programs or providing opportunities for career advancement. 

• Increasing access to goods or services such as healthy foods, healthcare and childcare services, education programs, and more. 

• Minority outreach efforts such as targeted hiring of minority individuals or engaging minority-owned or controlled contractors/subcontractors during construction. 

• Environmental efforts such as supporting the production or distribution of renewable energy resources; reducing energy or water use; helping builders meet Leadership in Energy & Environmental Design (LEED) certification or similar green building standards; remediating environmental contamination. 

What types of expenses are eligible for NMTC financing? 

• NMTC loans can be used towards CapEx such as costs related to new construction, building rehabilitation, or expansions, and equipment purchases. In some cases, NMTC loans can also be used to provide small amounts of working capital (usually in combination with the aforementioned CapEx). 

• NMTC loans can be used for project costs that will be incurred within 12 months of the NMTC closing date or for prior project costs that were incurred within 24 months of the NMTC closing date. 

Is there a minimum or maximum CapEx amount for eligible projects? 

• There are no restrictions on the project size to qualify for NMTC financing. 

• For smaller projects, QALICBs should consider transaction costs and other factors when determining whether NMTC financing is beneficial for the project. 

• While there is no minimum or maximum project size, CDEs generally prioritize projects that generate community impacts that are meaningful in comparison to the project size.  

Securing NMTC Allocation 

How can QALICBs apply for NMTC financing? 

• CDEs typically require QALICBs to complete an application or intake form that provides information about the project, including a project description, its timing, anticipated community impact, and information on other financing sources and the project budget. CDEs may also request typical financial reporting documents, such as prior year audited financials and the project’s financial projections, as part of the application process. 

• The CDE will then evaluate the QALICB’s application and, if approved, will offer a term sheet for an NMTC allocation. 

When should a company apply for an NMTC allocation? 

• QALICBs can apply for an NMTC allocation anytime throughout the year; however, CDEs typically seek to deploy their allocation quickly once they receive it. NMTC allocations are awarded to CDEs once annually. CDE applications for the 2024-2025 NMTC allocation round were due on January 29, 2025, and the awards are expected to be announced in late 2025.  

• The NMTC funds must be fully spent within 12 months of the NMTC closing date (i.e., the date the NMTC loans are issued to a QALICB), so CDEs typically look for projects that are ready to start construction. However, projects that are already underway are also eligible to receive NMTC financing. 

What is the typical timeline to receive NMTC financing? 

• The timeline to receive NMTC financing varies for each transaction. Once a term sheet from a CDE has been received, the typical closing timeline is approximately 8 to 10 weeks, during which time the transaction documents are drafted and negotiated. 

What are the compliance requirements for NMTC financing? 

• Once a project has received NMTC financing, the project must stay within the designated low-income census tract for seven years, in addition to meeting other NMTC requirements. 

• QALICBs will also have reporting obligations to the CDEs and Tax Credit Investor. The reporting requirements vary slightly for each transaction, but typically include community impact reporting and other customary financial reporting (such as financial statements and tax returns). 

Maximize Your NMTC Opportunity with MGO’s Tax Advisory Team 

Navigating the New Markets Tax Credit program requires strategic financial planning, detailed community impact documentation, and deep knowledge of regulatory timelines. MGO’s experienced tax professionals help businesses identify qualifying projects, prepare competitive NMTC applications, and manage compliance obligations across the seven-year term. Whether you’re building a healthcare facility, expanding a manufacturing plant, or launching a new education or renewable energy project, MGO offers the tax, audit, and consulting support you need to unlock permanent cash benefits and fulfill your mission-driven goals. Contact us to learn more.  

The post New Markets Tax Credit FAQs for Businesses  appeared first on MGO CPA | Tax, Audit, and Consulting Services.

• Delaware Statutory Trusts (DSTs) are eligible for 1031 exchanges, offering an alternative when searching for like-kind property. 1031 exchange investors can roll proceeds into multiple investments at the exact amounts needed to satisfy the like-kind replacement requirement.

• The fractional ownership of DSTs gives solo investors access to commercial-grade real estate assets similar to those owned by institutional investors, insurance companies, pension funds, and real estate investment trusts (REITs).

• Investors receive passive income without the responsibilities of managing tenants, handling maintenance, or searching for financing.

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A Delaware Statutory Trust (DST) is a relatively new but compelling alternative for real estate owners who are ready to step back from hands-on management but still want to stay invested in income-producing property.

Whether you’re eyeing a 1031 exchange or exploring options to simplify your portfolio, DSTs offer a structure that blends the tax benefits of real estate ownership with the ease of a professionally managed investment.

DSTs have become more popular recently because they resemble the structure of a real estate partnership or LLC. However, instead of managing properties directly, investors receive regular income distributions while a third-party sponsor — usually a professional real estate company — oversees the operations, financing, and maintenance of the property or portfolio.

In this article, we break down how DSTs compare to traditional real estate investments and why they are gaining traction among investors who want flexibility and long-term strategy.

What Is a DST?

A DST is a legal entity created under Delaware trust law. These special business trusts were created in 1988 with the passing of the Delaware Business Trust Act, which was renamed the Delaware Statutory Trust Act (DST) in 2002.

DST investors don’t actually own physical real estate; they own shares of the trust that was formed to be the legal owner of the underlying properties held within the trust. Each investor is treated as an owner of the trust — commonly referred to as a “grantor trust” — and the income and expenses are reported directly on their individual income tax returns.

These special business trusts create a legally secure and clearly defined entity that establishes legal separation between the trust and its beneficiaries. However, since the Internal Revenue Service (IRS) treats each investor’s beneficial interests as direct property ownership, DSTs are eligible for 1031 exchanges both upfront and upon exit.

DSTs are typically formed by real estate companies called “sponsors”, who identify and acquire the assets that are placed under trust using their own capital. DST sponsors engage a registered broker-dealer to open an offering period, and individual investors purchase fractional shares of the DST. Although they provide equity capital, DST beneficiaries are passive investors.

DST sponsors control the day-to-day operations of the assets held under trust. Sponsors are also responsible for distributing monthly cash flow distributions, quarterly reporting, tax reporting, and performance reviews of the assets under their management.

Sponsors vary greatly in management experience, and a thorough vetting process should be undertaken before investing in a DST.

Types of Properties Held in a Delaware Statutory Trust

A DST can hold nearly all types of commercial real estate properties across the U.S., including:

• Student housing

• Senior housing

• Medical offices

• Self-storage facilities

• Distribution centers

• Corporate headquarters

• Multifamily housing

These assets are often unattainable for individual investors due to the hefty purchase price (usually anywhere from $30 million to $100 million), but they’re accessible through the DST’s fractional ownership model.

How DSTs Work in a 1031 Exchange

One powerful feature of a DST is its compatibility with Internal Revenue Code Section 1031, which allows investors to defer capital gains taxes when exchanging one real estate asset for another. Traditionally, this has locked investors into actively managing replacement properties — but DSTs offer an alternative path forward.

DST interests are sold as securities, so investors must work with a registered broker-dealer or registered investment advisor to invest in a DST.

Two critical requirements in a delayed exchange are (1) that the replacement property must be properly identified within the identification period, and (2) acquired before the end of the exchange period. Failure to identify a replacement property within the 45-day period will disqualify the 1031 exchange.

DSTs are also a potential backup replacement property when an investor can’t identify a replacement property for a 1031 exchange within the allowable timeline (45 days), because most DST sponsors have already identified the underlying properties.

Case Study: From Active Owner to Passive Investor

One of our clients, a long-time real estate owner, personally managed an apartment building he owned for decades. He was nearing retirement age, and the burdens of maintenance and tenant management were becoming increasingly difficult. However, he wanted to preserve his real estate portfolio as an income stream during his lifetime and as an asset to leave for his children.

Rather than selling the property and paying capital gains taxes on the profits, the client took advantage of a 1031 exchange to trade the apartment building for a DST portfolio of properties. As a result, he continued to receive monthly income without the need to actively manage the real estate and had a potentially appreciating asset to pass down to his heirs. The DST structure also made it easier to divide assets among beneficiaries compared to physical property.

Considerations and Risks

As with all real estate investments, DSTs involve risk. Market fluctuations can affect property values, and fractional ownership means you don’t have direct control over operations or decision-making. Plus, investing in properties located across multiple states may introduce new state-level income tax filing requirements.

While it’s crucial to be aware of these factors, many investors find the benefits outweigh the limitations — particularly when they want to simplify portfolio management, diversify their investments, and continue to invest in real estate.

Whether you want to reduce active involvement in your real estate holdings or are looking for replacement property for a 1031 exchange, a DST could be an option.

How MGO Can Help

If you currently own investment property and are considering selling, consult with a qualified professional before initiating any transaction. MGO’s team of tax professionals can help you estimate your potential gain and potential tax liabilities, evaluate replacement options, and align your strategy with your long-term goals.

A DST isn’t the right fit for every investor, but in the right circumstances, it may provide the clarity and peace of mind you’re looking for.

Ready to explore your options? Contact MGO to discuss how a DST might support your real estate and legacy goals.

This article is for informational purposes only and should not be construed as financial or legal advice. Please seek guidance specific to your situation from qualified advisors in your jurisdiction.

The post Delaware Statutory Trusts: An Alternative for Real Estate Investment appeared first on MGO CPA | Tax, Audit, and Consulting Services.

• Sweeping tax changes enacted through the reconciliation bill include permanent TCJA cuts and major reforms to business, individual, and international tax rules. 

• Taxpayers should begin modeling changes now, especially for bonus depreciation, research expensing, Section 163(j), and Opportunity Zones, to identify planning windows. 

• A wide range of industries including manufacturing, real estate, energy, and financial services will be affected, with varying opportunities and risks across sectors 

—

The president signed into law a sweeping reconciliation tax bill in a July 4 signing ceremony, capping a furious sprint to finish the legislation before the self-imposed holiday deadline. The Senate approved the bill in a 51-50 vote on July 1 after making a number of last-minute changes following intense bicameral negotiations. The House voted 218-214 on July 3 to send the bill to the president’s desk. 

Notable late changes to the version of the tax title released by the Senate Finance Committee on June 16 include: 

• Cutting Section 899 from the bill after reaching an agreement on Pillar Two with G-7 countries; 

• Significantly amending the provisions on global intangible low-taxed income (GILTI), foreign-derived intangible income (FDII), and the base erosion and anti-abuse tax (BEAT); 

• Modifying the energy credits provisions; 

• Removing the shutdown of state pass-through entity workarounds to the cap on deducting state and local tax (SALT); 

• Removing an unfavorable expansion of the loss limit under Section 461(l); 

• Reducing the new tax on remittances; 

• Changing the opportunity zone provisions; 

• Expanding to all residential construction an exception to the long-term contract rules; and  

• Removing a new excise tax on litigation financing. 

Also, President Donald Trump reportedly promised House conservatives that he would strictly enforce the beginning of construction rules for wind and solar projects and potentially make the permitting process more difficult. 

With the legislation now final, taxpayers should focus on assessing its impact and identifying planning opportunities and challenges. The bill offers both tax cuts and increases that would affect nearly all businesses and investors. The Joint Committee on Taxation (JCT) scored the bill as a net tax cut of $4.5 trillion over 10 years using traditional scoring. Under the current policy baseline the Senate used for purposes of the reconciliation rules, that cost drops to just $715 billion. The Senate scored the provisions against a baseline that assumes temporary provisions have already been extended, essentially wiping out the cost of extending the tax cuts in the Tax Cuts and Jobs Act (TCJA). 

The bill not only makes the TCJA tax cuts permanent but amends them in important ways. The legislation also offers a mix of favorable and unfavorable new provisions. Key aspects of the bill include: 

• Making 100% bonus depreciation permanent while temporarily adding production facilities;  

• Permanently restoring domestic research expensing with optional transition rules; 

• Permanently restoring amortization and depreciation to the calculation of adjusted taxable income (ATI) under Section 163(j) while shutting down interest capitalization planning; 

• Increasing the FDII effective rate while changing the deduction allocations and other rules;  

• Increasing the GILTI effective rate while changing the foreign tax credit (FTC) haircut and expense allocation rules;  

• Increasing the effective rate on BEAT; 

• Phasing out many Inflation Reduction Act energy credits early and imposing new sourcing restrictions;  

• Creating new deductions for overtime, tips, seniors, and auto loan interest; 

• Imposing a 1% excise tax on remittances;  

• Increasing filing thresholds for Forms 1099-K, 1099-NEC, and 1099-MISC; 

• Extending opportunity zones with modifications; 

• Increasing transfer tax exemption thresholds; and 

• Increasing the endowment tax to a top rate of 8%. 

Takeaway

Now that the legislation is final, taxpayers should assess its impact carefully and consider planning opportunities. Several key provisions offer different options for implementation. The effective dates will be important, and there may be time-sensitive planning considerations.  

The following offers a more detailed discussion of the provisions. For a comparison of the tax provisions to current law and the campaign platform see BDO’s table. Join BDO July 10 for a webcast discussing the bill and its impact. 

Business Provisions 

Bonus Depreciation 

The bill permanently restores 100% bonus depreciation for property acquired and placed in service after January 19, 2025.  

The legislation also creates a new elective 100% depreciation allowance under Section 168(n) for any portion of nonresidential real property that is considered “qualified production property.” The election is available if construction on the property begins after January 19, 2025, and before January 1, 2029, and the property is placed in service by the end of 2030. 

A qualified production activity includes the manufacturing of tangible personal property, agricultural production, chemical production, or refining. Qualified production property does not include any portion of building property that is used for offices, administrative services, lodging, parking, sales activities, research activities, software engineering activities, or other functions unrelated to qualified production activities.  

There is an exception from the original use requirement if acquired property was not used in a qualified production activity between January 1, 2021, and May 12, 2025. Special recapture rules apply if the property is disposed of within 10 years after it is placed in service.  

The bill also increases the Section 179 deduction to $2.5 million with a phaseout threshold of $4 million for property placed in service after 2024, with both thresholds indexed to inflation in future years. 

Takeaway 

Allowing producers, refiners, and manufacturers to fully expense buildings rather than depreciate them over 39 or 15 years offers a significant benefit. The definition of “production” will be important, and generally requires “a substantial transformation of the property comprising the product.” Taxpayers with buildings that house both qualified production activities and other administrative, office, or research functions will also likely need to perform an analysis to allocate costs between functions. 

Section 174 Research Expensing 

The bill permanently restores the expensing of domestic research costs for tax years beginning after December 31, 2024. The permanent expensing rules are created under new Section 174A, while Section 174 is retained and amended to provide for the continued 15-year amortization of foreign research costs. Software development is statutorily included in the definition of research for purposes of Section 174A. Taxpayers retain the option of electing to capitalize domestic research costs and amortize such amounts over either 10 years or the useful life of the research (with a 60-month minimum).  

The bill will generally require taxpayers to implement the new treatment with an automatic accounting method change on a cut-off basis, but it offers two alternative transition rules. Taxpayers can elect to claim any unamortized amounts incurred in calendar years 2022, 2023, and 2024 in either the first tax year beginning after 2024 or ratably over the first two tax years beginning after 2024. Separate transition rules are available for eligible small business taxpayers meeting the gross receipts test under Section 448 ($31 million in 2025) for the first tax year beginning after 2024, allowing those taxpayers to file amended returns to claim expensing for tax years before 2025. Retroactivity is not available to small business taxpayers that are tax shelters, such as pass-throughs that allocate more than 35% of their losses to limited partners or limited entrepreneurs. 

The bill also amends Section 280C to again require taxpayers to reduce their deduction for research costs under Section 174A by the amount of any research credit (or reduce their credit by an equivalent amount), effective for tax years beginning after 2024. Under changes made by the TCJA, taxpayers were generally required to reduce their Section 174 capital account only to the extent the research credit exceeded their current-year amortization deduction. For most taxpayers, that meant that the amortization deductions and research credits were both allowed in full.  

Takeaway 

The restoration of domestic research expensing is somewhat retroactive, and taxpayers will have several options for recognizing unused research amortization and for recovering future research costs. Businesses should consider modeling their options to identify beneficial strategies because the timing of deductions can affect other calculations, including those for Section 163(j), net operating losses, FDII, and GILTI. 

Section 163(j) Interest Deduction Limit  

The bill permanently restores the exclusion of amortization, depreciation, and depletion from the calculation of ATI for purposes of Section 163(j), which generally limits interest deductions to 30% of ATI. The change is effective for tax years beginning after 2024. 

The bill also makes two unfavorable changes effective for tax years beginning after 2025:  

• Excluding income from Subpart F and GILTI inclusions and excluding Section 78 gross-up from ATI; and 

• Including interest capitalized to other assets in the limit under Section 163(j), except interest capitalized to straddles under Section 263(g) or to specified production property under Section 263A(f).  

The business interest allowed as a deduction up to the Section 163(j) limit will come first from any capitalized interest. Any disallowed capitalized interest exceeding the cap will be incorporated into the Section 163(j) carryforward and will not be treated as capitalized in future years.   

Takeaway

The ability to again exclude amortization and depreciation from ATI will provide welcome relief for many taxpayers, but others will be negatively affected by the changes. The JCT score indicates that the revenue raised from shutting down capitalization planning and excluding new categories of income will save more than one-third of the $60 billion cost of reinstating the exclusion of depreciation and amortization. Taxpayers should model the impact and consider tax attribute and accounting method planning. Although the bill essentially shuts down interest capitalization planning for years beginning in 2026 or later, those strategies remain viable for the 2024 and 2025 tax years. The legislation does not claw back any interest capitalized to other assets in tax years beginning before 2026, even if the capitalized interest has not been fully recovered with the asset.  

Section 199A 

The bill makes permanent the deduction for pass-through income under Section 199A and favorably adjusts the phaseout of the deduction for taxpayers who do not meet the wage expense and capital investment requirements or who participate in a “specified trade or business.” The legislation also creates a minimum deduction of $400 for taxpayers with at least $1,000 of qualifying income.  

Opportunity Zones 

The bill makes permanent the qualified opportunity zone (QOZ) program and updates the rules for investments made after 2026. As in the current program, taxpayers can defer capital gain by investing in a qualified opportunity fund. For investments made after 2026, taxpayers will be required to recognize the deferred gain five years after the date of the investment but will get a 10% increase in basis. Taxpayers can still receive a full basis step up to fair market value (FMV) for property held 10 years, but the bill adds a rule freezing the basis step up at the FMV 30 years after the date of the investment.  

Current QOZ designations will expire early at the end of 2026. New zones will be designated in rolling 10-year designation periods under new criteria that are expected to shrink the number of qualifying zones. A new category of rural opportunity zones is created. The 10% basis increase is tripled to 30% for investments in rural opportunity zones and the threshold for establishing the substantial improvement of qualifying property would be lowered to 50%. 

Both qualified opportunity funds (QOFs) and qualified opportunity zone businesses (QOZBs) will be required to comply with substantial new reporting requirements. 

Takeaway

The bill does not extend the mandatory recognition date of December 31, 2026, for investment made before 2027, as many taxpayers had hoped. But the program’s extension preserves one of the most powerful tax incentives ever offered by lawmakers. The timing of capital gains transactions may be particularly important. Delaying a capital gain transaction could allow taxpayers to make a deferral election in 2027 and defer recognizing the gain until well after the current 2026 recognition date. On the other hand, QOZ designations are likely to change in 2027. Taxpayers planning investments in geographic areas that are unlikely to be redesignated may need to make the investments before the end of 2026. Existing QOFs and QOZBs should consider their long-term capital needs because it is not clear whether any “grandfathering” relief will allow additional qualified investments into funds operating in QOZs that are not redesignated. The new reporting rules will apply to both new and existing QOZs and QOZBs for tax years beginning after the date of enactment, and those entities will need to collect and report substantial new information that has never before been required. 

Qualified Small Business Stock 

The bill enhances the exclusion of gain for qualified small business (QSB) stock under Section 1202 issued after the date of enactment in the following ways: 

• In addition to the existing 100% exclusion for qualified stock held for five years, taxpayers can qualify for a 50% exclusion after three years and a 75% exclusion after four years;  

• The current limit on the exclusion (the greater of $10 million or 10 times basis) is increased to $15 million, indexed to inflation beginning in 2027; and 

• The limit on gross assets at the time stock is issued is increased from $50 million to $75 million, indexed to inflation beginning in 2027. 

Takeaway

QSB stock is a powerful tax planning tool that can essentially erase gain of up to 10 times the initial basis. The changes make the structure more accessible and increase the size of potential investments. The bill does not change the expansive qualification requirements under Section 1202, and taxpayers should understand the rules clearly and document compliance throughout the holding period. 

Section 162(m) 

The bill amends the aggregation rules for applying the $1 million limit on deducting the compensation of a public company’s covered employees under Section 162(m). The current rules identify covered employees separately for each public entity but calculate compensation subject to the limitation on a controlled group basis. The number of covered employees is set to expand by five for tax years beginning in 2027 or later, and there has been some question whether such employees can come from the entire controlled group or only the public entity. 

The bill creates a new aggregation rule for tax years beginning after 2025 for identifying who is a covered employee and the amount of compensation subject to the limit. The aggregation rules are based on a controlled group as defined under the qualified plan rules in Section 414. The proposal also provides rules for allocating the $1 million deduction among members of a controlled group.   

Takeaway

The provision will have unfavorable consequences for many companies, including requiring the full amount of compensation from a related partnership in the calculation (rather than a pro-rata amount based on ownership percentage). It is estimated to raise almost $16 billion.  

Form 1099 Reporting 

The bill amends Section 6050W to reinstate the 200 transaction and $20,000 threshold for reporting third-party payment network transactions on Form 1099-K. The American Rescue Plan Act of 2021 repealed that threshold and required reporting when aggregate payments exceeded $600, regardless of the number of transactions. The IRS offered transition relief delaying the implementation of the change for two years and then provided a $5,000 threshold for payments made in 2024 and a $2,500 threshold for payments made in 2025. The bill restores the old threshold retroactively so that reporting is required only if aggregate transactions exceeded 200 and aggregate payments exceeded $20,000.  

The bill also increases the threshold for reporting payments under Sections 6041 and 6041A on the respective Forms 1099-MISC and 1099-NEC from $600 to $2,000 in 2026, indexing that figure to inflation in future years. 

Remittance Tax 

The bill imposes a new 1% excise tax on remittances of cash, money orders, cashier’s checks, or other similar physical instruments, with an exception for transfers from most financial institution accounts or debit cards. 

Takeaway

The tax in the final version affects a much narrower set of payments than the original 5% tax proposed in the House and the 3.5% tax in earlier House and Senate drafts.  

Exception for Percentage of Completion Method 

The bill expands exceptions to the percentage of completion method under the long-term contract rules under Section 460. The exception for home builders is expanded to include all residential construction. Further, the exception from the uniform capitalization rules for home builders meeting the gross receipts threshold under Section 448(c) ($31 million in 2025) is expanded to include all residential construction, and the allowable construction period is extended from two years to three. 

Employee Retention Credit 

The legislation makes several changes to the employee retention credit (ERC), including: 

• Barring ERC refunds after the date of enactment for claims filed after January 31, 2024; 

• Extending the statute of limitations on ERC claims to six years; and 

• Increasing preparer and promoter penalties on ERC claims.  

Takeaway

The provision presumably will affect only refund claims that have not been paid by the IRS. The legislative language provides that no credit or refund “shall be allowed or made after the date of enactment” unless the claim was filed on or before January 31, 2024. The IRS had been slow to process claims – potentially in anticipation of this provision, which had been included in a failed 2024 tax extenders bill. The provision is now estimated to raise only $1.6 billion, much less than the $77 billion estimated under the 2024 version. The difference may be the result of refunds that have already been paid, although it remains unclear how fast the IRS is processing claims filed after January 31, 2024. 

International Provisions 

Foreign-Derived Intangible Income 

The bill makes significant reforms to FDII, including raising the effective rate while making the calculation of income more generous. 

The bill permanently lowers the Section 250 deduction from 37.5% to 33.34%, still well above the 21.875% deduction rate that would take effect without legislation. The change will increase the FDII effective rate from 13.125% to 14% (compared to 16.4% absent legislation).  

The bill also repeals the reduction in FDII for the deemed return on qualified business asset investment (QBAI) and provides that interest and research and experimental (R&E) costs are not allocated eligible income. The final version modifies a change from an earlier draft that would have narrowed the allocation of deductions only to those “directly related” to such income. The final bill provides that the calculation includes “properly allocable” deductions. 

The changes are effective for tax years beginning after 2025, aside from a new exclusion from FDII-eligible income that would take effect after June 16, 2025. The bill would exclude income or gain from the Section 367(d) disposition of intangible property or property subject to depreciation, amortization, or depletion. The final bill omits a provision from an earlier draft that would have also excluded specified passive income subject to the high-tax kickout. 

Takeaway

The changes could expand the value of the deduction for many taxpayers despite the effective rate increase, particularly for industries with significant fixed assets and R&E costs. Taxpayers should assess the changes for potential planning and arbitrage opportunities, given the change in rates and rules. There may be accounting methods opportunities that could increase the benefit in current and future years. 

Global Intangible Low-Taxed Income 

The bill increases the GILTI effective rate while making both favorable and unfavorable changes to the underlying calculation effective for tax years beginning after 2025.   

The Section 250 deduction for GILTI decreases from 50% to 40%, still higher than the 37.5% deduction rate that would take effect without legislation. The effective rate before the FTC haircut will increase from 10.5% to 12.6% (compared to 13.125% absent legislation). The bill will also reduce the FTC haircut under GILTI from 20% to 10%, resulting in an equivalent top effective rate of 14% (up from the current 13.125% rate and the 16.4% rate that would take effect without legislation). It also provides that 10% of taxes (compared to 20% absent legislation) previously associated with Section 951A taxed earning and profits are not treated as deemed paid for purposes of Section 78. 

The deemed return for QBAI is repealed, increasing the amount of income subject to the tax. The provision also changes the allocation of expenses to GILTI for FTC purposes so that it includes only the Section 250 deduction, taxes, and deductions “directly allocable” to tested income. It also specifically excludes interest and R&E costs.  

Takeaway

The changes are significant and could affect GILTI calculations in both favorable and unfavorable ways. The legislation does not provide a definition of “directly allocable,” and guidance may be important in this area. Taxpayers should assess the impact and consider FTC and other planning strategies.  

Base Erosion and Anti-Abuse Tax 

The bill increases the BEAT rate from 10% to 10.5% for tax years beginning after 2025, lower than both the 14% rate in the previous Senate draft and the 12.5% rate that would take effect without legislation. The legislation also repeals an unfavorable change to the BEAT scheduled to take effect in 2026 that would effectively require taxpayers to increase their liability by the sum of all income tax credits. The final bill omits several provisions from an earlier draft that would have changed the base erosion percentage, created a high-tax exclusion, and shut down interest capitalization planning.  

Takeaway 

The final version removed several favorable changes from an earlier draft but potentially still allows for planning that capitalizes interest to other assets. 

Reciprocal Tax for ‘Unfair Foreign Taxes’ 

The final bill omits proposed Section 899, which would have imposed retaliatory taxes on residents of that impose “unfair foreign taxes.” The provision was removed from the legislation after the Trump administration announced an agreement with the G-7 countries to “exempt” the U.S. from Pillar Two taxes. The G-7 released a statement saying that the countries are committed to working toward an agreement that would create a side-by-side system to fully exclude U.S.-parented groups from the undertaxed profits rule and income inclusion rule while ensuring that risks related to base erosion and a level playing field are addressed. The group also agreed to work toward compliance simplification and consider treating nonrefundable tax credits similarly to refundable tax credits. 

Takeaway

The ability of G-7 countries to drive broader agreements — and the details emerging from any such agreements — will be critical for U.S. multinationals. The current announcements are largely just statements of intent on a common goal. No countries outside the G-7 were party to the commitments, and there may be resistance from some OECD and EU countries.  

Other International Provisions 

The bill includes several other international provisions effective for tax years beginning after December 31, 2025, including: 

• Making permanent the controlled foreign corporation (CFC) look-through under Section 954(c)(6); 

• Restoring the exception from downward attribution rules under Section 958(b)(4) that was repealed under the TCJA while adding a narrower rule under Section 951B that is more closely aligned with the TCJA’s intent; 

• Amending the FTC rules to treat inventory produced in the U.S. and sold through foreign branches as foreign-source income, capped at 50%, likely only for branch category purposes; and 

• Amending the pro-rata rules under GILTI and Subpart F. 

Takeaway

The changes are generally favorable. The permanent extension of the CFC look-through rule under Section 954(c)(6) preserves an important exception for Subpart F income that is scheduled to sunset at the end of 2025. The restoration of Section 958(b)(4) could simplify reporting obligations for some taxpayers. However, Section 951B gives Treasury the authority to provide guidance on reporting for foreign-controlled U.S. shareholders. The inventory sourcing rule could result in additional foreign-source income for FTC purposes when compared to the current rule, which sources based on production activities. Finally, the pro-rata share rules will require a U.S. shareholder of a CFC to include its pro-rata share of Subpart F or GILTI income if it owned stock in the CFC at any time during the foreign corporation’s tax year in which it was a CFC. That provision removes the requirement that the U.S. shareholder own the CFC’s stock on the last day the foreign corporation was a CFC. The proposal provides Treasury with the authority to issue regulations allowing taxpayers to make a closing of the tax year election if there is a disposition of a CFC.  

Energy Provisions 

Consumer and Vehicle Credits 

The bill repeals the following credits with varying effective dates: 

• Previously owned clean vehicle credit under Section 25E repealed for vehicles acquired after September 30, 2025; 

• Clean vehicle credit under Section 30D repealed for vehicles acquired after September 30, 2025; 

• Commercial clean vehicle credit under Section 45W repealed for vehicles acquired after September 30, 2025; 

• Alternative fuel refueling property credit under Section 30C repealed for property placed in service after June 30, 2026; 

• Energy-efficient home improvement credit under Section 25C repealed for property placed in service after December 31, 2025; 

• Residential clean energy credit under Section 25D repealed for expenditures made after December 31, 2025; and 

• New energy-efficient home credit under Section 45L repealed for property acquired after June 30, 2026. 

Depreciation 

The bill repeals the five-year depreciable life of qualified energy property. The Section 179D deduction is repealed for construction beginning after June 30, 2026.  

Sections 48E and 45Y 

The bill will generally begin to phase out the production tax credit under Section 45Y and the investment tax credit under Section 48E for projects beginning construction after 2033 except for solar and wind projects. Wind and solar projects beginning more than 12 months after the date of enactment must be placed in service by the end of 2027. 

The bill also creates restrictions related to prohibited foreign entities, most significantly adding limits on receiving material assistance from a prohibited entity for facilities that begin construction after December 31, 2025. Material assistance is based on a cost ratio for sourcing eligible components. The bill also tightens domestic sourcing requirements under Section 48E.   

Takeaway 

The final language was softened with a last-minute amendment that allows some continued runway for wind and solar projects. The change angered some House conservatives, who blocked a final vote in the House for hours before reportedly extracting a promise from the administration that it would vigorously enforce the beginning of construction rules. Treasury may have limited ability to change the guidance in this area because the statute itself provides that the beginning of construction for some credit purposes shall be determined under rules similar to existing IRS notices. 

Section 45X 

The advanced manufacturing credit under Section 45X is repealed for wind energy components sold after 2027 but will otherwise be extended to allow a 75% credit for components sold in 2031, 50% for 2032, 25% for 2033, and fully repealed for 2034 or later. The credit is expanded to cover metallurgical coal. Material assistance rules for prohibited foreign entities apply. 

Section 45Z 

The bill extends the Section 45Z clean fuel production credit through 2031 while reinstating a stackable small agri-biodiesel credit under Section 40A. A new restriction under Section 45Z disallows a credit unless the feedstock is produced or grown in the U.S., Mexico, or Canada. The calculation of greenhouse gas emissions is amended to exclude indirect land use changes and new prohibited foreign entity rules are imposed. 

Other Energy Provisions  

The bill makes several other changes, including: 

• Repealing the clean hydrogen production credit under Section 45V for construction beginning after 2027, two years later than earlier versions of the bill would have provided; 

• Increasing the rates for carbon capture under Section 45Q for carbon sequestered as a tertiary injectant or for productive use to provide parity with the rates for permanent geologic storage (also adding foreign entity of concern restrictions); 

• Expanding the publicly traded partnership rules to allow income from carbon capture facilities nuclear energy, hydropower, geothermal energy, and the transportation or storage of sustainable aviation fuel or hydrogen; and 

• Adding new restrictions for foreign entities of concern for the nuclear production credit under Section 45U. 

Tax-Exempt Entities 

The bill replaces the 1.4% endowment tax rate with graduated brackets based on the size of the endowment per student up to a top rate of 8%. The tax applies only to universities with at least 3,000 students, up from 500.   

The bill also expands the excise tax on executive compensation exceeding $1 million to include all current employees, as well as former employees employed in tax years beginning after 2016. 

Takeaway 

The final version of the bill removed provisions that would have increased the excise tax on private foundations and resurrected the “parking tax,” which included the value of transportation in fringe benefits in unrelated business taxable income.  

Individual Provisions 

Deduction for Tip Income 

The bill creates an annual deduction of up to $25,000 for qualified tips reported on Forms W-2, 1099-K, 1099-NEC, or 4317 for tax years 2025 through 2028. The deduction is available without regard to whether a taxpayer itemized deductions but begins to phase out once modified adjusted gross income exceeds $150,000 for single filers and $300,000 for joint filers. 

For tips to be deductible, they must be paid voluntarily in an occupation that “traditionally and customarily” received tips before 2025, as provided by the Secretary. The business in which the tips are earned cannot be a specified trade or business under Section 199A, and self-employed taxpayers, independent contractors, and business owners face additional limitations.  

Employers will be required to report qualifying tips to employees on Form W-2. The provision applies only to income taxes and generally does not affect the employer’s FICA tip credit except to extend it to specified beauty services businesses.   

The bill gives Treasury several explicit grants of authority to provide regulations on specific issues. The IRS is required to adjust withholding tables and provide guidance within 90 days to define which occupations “traditionally and customarily” received tips in the past. The IRS will also need to provide rules for determining when a tip is voluntary.   

Takeaway 

The provision will affect employers in important ways. Hospitality companies will face new reporting requirements that depend on how the business and worker occupations are characterized. Further, an employee’s ability to deduct tips could also depend on employer policies, such as mandatory tips, service charges, or other amounts that are not determined solely by customers.  

Deduction for Overtime Pay 

The bill creates a permanent deduction of up to $12,500 (single) and $25,000 (joint) of qualified overtime compensation for tax years 2025 through 2028. The deduction is available without regard to whether a taxpayer itemized deductions but begins to phase out once modified adjusted gross income exceeds $150,000 for single filers and $300,000 for joint filers. 

Qualified overtime compensation is defined as compensation paid to an individual required under Section 7 of the Fair Labor Standards Act (FLSA). Employers must perform new information reporting to separately report overtime pay. 

Takeaway 

Determining whether compensation is qualified overtime pay will not be made using tax rules but will instead depend on the employer’s characterization of the pay under the FLSA. 

Auto Loan Interest Deduction 

The bill will create a permanent deduction of up to $10,000 of interest on a qualified passenger vehicle loan for tax years 2025 through 2028. The deduction begins to phase out once modified adjusted gross income exceeds $100,000 for single filers and $200,000 for joint filers.  

The vehicle must be manufactured primarily for use on public streets, roads, and highways, and its final assembly must occur in the U.S. The deduction does not apply to lease financing and the loan cannot be to finance fleet sales, purchase a commercial vehicle, purchase a salvage title, purchase a vehicle for scrap or parts, or be a personal cash loan secured by a vehicle previously purchased by the taxpayer. 

Takeaway

Auto loan financing companies will face additional reporting requirements and be required to furnish a return with specific information on loans. 

Personal Exemption for Seniors 

The bill provides a new $6,000 personal exemption for individuals aged 65 and above for tax years 2025 through 2028. The deduction phases out for taxpayers with modified adjusted gross income exceeding $150,000 for joint filers and $75,000 for all other taxpayers.  

Takeaway

The personal exemption is meant to fulfill Trump’s pledge to remove tax on Social Security payments, which is not allowable under reconciliation rules. The legislation does not affect payroll taxes on Social Security payments. 

Individual TCJA Extensions 

The bill largely makes the individual TCJA provisions permanent, although with some important modifications. The individual rate cuts and bracket adjustments are made permanent while providing an extra year of inflation adjustment for the lower brackets. The bill also makes permanent: 

• The repeal of general personal exemptions;  

• The limits on the deductions for mortgage interest (while adding mortgage insurance premiums as qualified interest), personal casualty losses, and moving expenses; 

• The repeal of miscellaneous itemized deduction (with an exception for some educator expenses); and 

• The exclusion for bicycle commuting reimbursements. 

The bill restores an itemized deduction for up to 90% wagering losses, capped at the amount of wagering income.  

The bill makes permanent the increased alternative minimum tax exemption and phaseout thresholds but would claw back inflation adjustments to the phaseout thresholds by resetting them to 2018 levels. The actual phaseout of the exemptions based on the amount of income exceeding the thresholds is slowed by half.  

The bill permanently repeals the Pease limitation on itemized deductions that the TCJA suspended through 2025, but it would create a new limit. The new provision would essentially cap the value of itemized deductions so that the maximum benefit achievable for the deductions is equivalent to offsetting income taxed at a top rate of 35% rather than offsetting income taxed at the higher individual marginal rate of 37%.  

The bill creates a 0.5% haircut on individual itemized charitable deductions but also adds a permanent charitable deduction for non-itemizers of up to $2,000 for joint filers and $1,000 for other taxpayers. 

SALT Cap 

The bill makes the SALT cap permanent while raising the threshold for five years and then reverting it to $10,000 in 2030. The cap is set at $40,000 for 2025 but phases down to $10,000 once income exceeds $500,000. Both thresholds will increase by 1% for each year through 2029.  

Takeaway

Earlier drafts of the bill would have shut down taxpayers’ ability to use pass-through entity tax regimes to circumvent the SALT cap; the final version eliminated those provisions.  

Transfer Taxes 

The bill permanently sets the lifetime exemptions for the gift, estate, and generation-skipping transfer taxes at $15 million for 2026 and indexes them for inflation thereafter. The change represents a modest increase from the exemptions under the TCJA, which were initially set at $10 million but reached $13.99 million in 2025 with inflation adjustments. 

Active Business Losses 

The legislation makes the active loss limit under Section 461(l) permanent but reverses recent inflation adjustments in the $250,000 threshold.  

Takeaway

The final bill struck an unfavorable provision in earlier drafts that would have required disallowed losses to remain in the Section 461(l) calculation in future years. Under the final bill, disallowed losses still become net operating losses in subsequent years and can offset other source of income.  

Other Provisions 

The bill contains a number of other meaningful tax changes, including: 

• Creating a 1% floor for charitable deductions for corporations by providing that a deduction is allowed only to the extent it exceeds 1% of taxable income (up to the current 10% cap) for tax years beginning after 2025; 

• Changing the explicit regulatory mandate for disguised sale rules under Section 707(a)(2) to clarify that the rules are self-executing without regulations, effective after the date of enactment; 

• Raising the percentage of allowable assets a real estate investment trust (REIT) may have in a qualified REIT subsidiary from 20% to 25% effective for tax years beginning after 2025; 

• Making permanent the increases to the low-income housing tax credit;  

• Increasing the Section 48D credit for semiconductor manufacturing facilities from 25% to 35% for property placed in service after 2025; 

• Making permanent the new markets tax credit; 

• Treating spaceports like airports for the private activity bond rules, effective for obligations issued after the date of enactment; 

• Increasing the limit on the “cover over” to Puerto Rico and the U.S. Virgin Islands for excise taxes on distilled spirits effective for imports after 2025; 

• Allowing the liability from gain on the sale of qualified farmland property to be paid in 10-year installments for sales after the date of enactment; and 

• Creating tax-preferred accounts for children, with a pilot program offering a $1,000 contributory credit for qualifying children for tax years beginning after 2025. 

Takeaway

The inclusion of the new markets tax credit and the CFC look-through rule, which are both scheduled to expire at the end of 2025, indicates that Republicans do not have much hope for another tax bill this year. House Ways and Means Committee Chair Jason Smith, R-Mo., originally left those provisions off the House bill, saying he hoped to address them in a bipartisan extenders bill. Republicans have also discussed moving a second reconciliation bill, although that may have been a negotiating ploy to appease members whose priorities are not addressed in this bill. 

Next Steps 

Taxpayers should assess the potential impact of major provisions when considering the tax efficiency of transactions and investments. There may be planning opportunities that should be considered now, such as accelerating or abandoning energy credit projects or investments and modeling the impact of changes to the limit on the interest deduction under Section 163(j), bonus depreciation, and research expensing under Section 174. Changes to opportunity zone rules could affect the timing for triggering capital gains and making investments. International changes may present arbitrage opportunities to capitalize on favorable changes or mitigate the impact of unfavorable changes. 

Written by Dustin Stamper. Copyright © 2025 BDO USA, P.C. All rights reserved. www.bdo.com 

Navigating What’s Next: Industry-Specific Tax Strategies 

This reconciliation bill marks one of the most consequential shifts in tax policy in recent years —impacting businesses across nearly every sector. At MGO, we’re helping clients in manufacturing, real estate, financial services, energy, and emerging technology interpret the changes and respond with purpose.

From bonus depreciation and research expensing under Section 174 to the evolving rules around Section 163(j), Opportunity Zones, and global tax alignment, our professionals bring deep technical insight and practical industry knowledge to every engagement. Whether you’re modeling tax scenarios, rethinking compliance, or reevaluating deal timing, MGO’s team is ready to help. Contact us to learn more.  

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