Key Legal Considerations in the New Law
Entity Structure and Tax Planning
The restoration of 100% bonus depreciation and the continuation of the 20% pass-through deduction for qualified business income create new incentives for reviewing corporate structure. Businesses should revisit whether they are best served by remaining LLCs, S-corps, or converting to a different entity to maximize tax efficiency and legal protection.
Qualified Small Business Stock (QSBS) Enhancements
Changes to QSBS rules may make equity-based compensation and exit planning more attractive, especially for early-stage or high-growth businesses. However, eligibility and compliance depend heavily on proper structuring, so now is the time to evaluate share class, cap tables, and holding periods.
Interest Deductibility Rules Shift
The act adjusts the calculation for interest deductibility based on EBITDA, which may change how companies finance growth. Businesses should work with us and their financial advisors to review lending agreements and assess how debt service impacts their tax position under the new rules.
R&D Tax Incentives Reinstated and Expanded
Now is a good time to revisit your tax strategy to take advantage of changes related to research and development. Businesses can once again immediately expense domestic R&D costs, reversing the five-year amortization rule and improving cash flow for innovation-focused companies.
- Retroactive relief for small businesses (under $31M in receipts) to amend 2022–2024 returns.
- Deduction options: Unamortized costs can be claimed all at once in 2025 or split over two years.
- Expanded eligibility now includes software, engineering, and design expenses.
- Refundable credits available for startups with little or no taxable income.
Estate Planning Opportunities for Business Owners
The bill makes permanent the higher federal estate, gift, and generation-skipping transfer (GST) tax exemption, set at $15 million per individual ($30 million per couple) and indexed for inflation going forward. This removes the uncertainty of prior sunset provisions and gives business owners a stable foundation for long-term planning. If your estate plan was created under the old sunset timeline, now is the time to revisit and update it to take advantage of these key changes.
- Expanded capacity for tax-free transfers of business interests and other assets
- Greater flexibility for multigenerational wealth strategies
- Confidence to act now without fear of future threshold rollbacks
Opportunity Zones & Incentive Expansion
The legislation includes expanded benefits for businesses operating in or investing in Opportunity Zones. Legal due diligence is essential to ensure compliance and to structure deals that meet both federal and local requirements.
Contract Review and Risk Mitigation
With potential economic shifts, including inflationary pressure and ongoing supply chain concerns, now is a smart time to revisit existing contracts. Clauses related to pricing, delivery schedules, force majeure, and dispute resolution should be carefully evaluated or renegotiated to reduce legal risk.
Labor, Immigration, and Regulatory Exposure
The bill’s broader economic implications may accelerate workforce trends and regulatory scrutiny, especially around employee classification, immigration status, and compliance with environmental and industry-specific regulations. Employers should review employment policies and risk profiles accordingly.
Why Legal Strategy Matters Now
This bill opens the door to a host of new opportunities, but they come with conditions and compliance requirements that must be managed carefully. Whether you’re exploring a new investment, preparing for a capital event, or just planning your next fiscal year, legal strategy should be part of the conversation from the start.
A few questions to consider:
- Is your current entity structure still the best fit?
- Are your contracts built to protect you in today’s climate?
- Are you positioned to take advantage of expanded credits and deductions legally and efficiently?
- Is your business operating in a way that will withstand increased regulatory scrutiny?
What It Means for Georgia Businesses
The One Big Beautiful Bill brings powerful incentives, but also legal complexity. Atlanta business owners and executives should move now to understand what the law means for their operations, tax position, and future plans. A proactive legal review could uncover savings, prevent headaches, and position your company for smarter growth in 2025 and beyond.
Need help understanding these changes? Our attorneys are here to provide guidance tailored to your specific goals and structure.