US CPA or EA. Delinquent 1065 Filings (21–25), 2 Dormant Investment SPVs with a Foreign Portfolio Co

US CPA or Enrolled Agent — Delinquent Form 1065 Filings (2021–2025), Two Dormant Investment SPVs with a Foreign Portfolio Company Overview We need a licensed US CPA or Enrolled Agent to prepare and file delinquent Form 1065 partnership returns for two related special-purpose vehicle LLCs. Both are Utah LLCs formed to pool member capital into a single equity position in a Canadian technology company. Neither entity has ever filed a federal return. Entity 1 — 8 members with ~$385,000 contributed and invested in Q4 2021. No economic activity after 2021. Tax years 2021–2025, up to 5 returns. Entity 2 — approximately 4, then 5 members with $175,000 contributed and invested across 2022 and 2023 respectively. No economic activity after 2023. Tax years 2022–2025, up to 4 returns. There is no bookkeeping to clean up. Each entity has a short, closed set of bank transactions: capital in, investment out, then dormancy. We say "up to" deliberately. We do not assume every year requires a return, and we are engaging you to help determine the proper filings. See Phase 1 below. Scope of work Phase 1 — Threshold determination (before any return is prepared) Establish what is actually required before we commit to preparing anything. - Determine, year by year and entity by entity, whether a filing obligation existed at all. Confirm whether each entity had any income, deductions, or credits for federal income tax purposes in each year, and therefore whether a return was required under Treas. Reg. §1.6031(a)-1(a)(3). We will provide complete bank statements for every year for you to verify. Flag anything that breaks a zero-activity conclusion — accrued management fees or expenses paid by a member on the entity's behalf. - Determine whether Form 926 is required. Confirm from the subscription agreement and share certificates whether cash was transferred to the foreign corporation itself (primary issuance) or to existing shareholders (secondary purchase), and analyze the reporting consequences of each. - Deliver a short written memo setting out which years require returns, which international information returns are required, and the resulting penalty exposure with and without abatement. Phase 2 — Preparation and filing - Prepare and e-file Forms 1065 and Schedules K-1 for each year determined in Phase 1 to require a return - Establish opening tax-basis capital accounts from contribution records - Prepare Form 926 where required, with a reasonable cause statement attached to each, filed under the Delinquent International Information Return Submission Procedures - Assess whether Schedules K-2/K-3 are required and prepare them if so - Assess PFIC exposure and any Form 8621 reporting; assess whether Form 5471 applies given our ownership percentage - Advise on the treatment of units issued to the manager for in-kind management services (capital interest vs. Rev. Proc. 93-27 profits interest) - Prepare reasonable cause statements under IRC §6698(a) and, if Form 926 applies, §6038B(c)(2), and evaluate First Time Abate eligibility as a stacking waiver. Note that we have received no IRS notice on either entity, so this is a voluntary pre-contact submission. - Confirm state obligations: Utah TC-65 - Designate the Partnership Representative and confirm whether BBA opt-out is available - Deliver final K-1s with a short plain-English memo stating whether any member needs to amend a prior personal return What we provide upfront - EIN letters and formation documents for both entities - Operating agreements and Schedule A cap tables - Complete, reconciled bank transaction schedules with dates, counterparties, and amounts - Full bank statements for every year of each entity's existence, including any year with no transactions, plus account closure documentation where applicable - Subscription documents and portfolio-company investment documents - A single point of contact who responds within one business day Out of scope - Bookkeeping or accounting cleanup - Audit or financial statement preparation - Advice to individual members on their personal returns Required qualifications - Active US CPA or EA license — please state license number and jurisdiction - PTIN and ability to e-file partnership returns - Direct experience with partnership returns for investment SPVs or funds - Direct experience with US outbound reporting: Form 926, Schedules K-2/K-3, PFIC analysis - Experience filing delinquent returns and drafting reasonable-cause penalty abatement requests Please answer these in your proposal 1. Roughly how many hours do you estimate for each entity's first return, and for each subsequent dormant year? 2. When a domestic partnership transfers cash to a foreign corporation, who is the Form 926 filer — the partnership or the individual partners? Please cite the authority. 3. How would you approach determining whether an early-stage private foreign company is a PFIC when that company has not provided financial statements? 4. Given that our members include LLCs and an IRA custodian, what is your penalty abatement strategy under §6698? 5. Under what circumstances is a dormant partnership not required to file a Form 1065, and how would that affect §6698 exposure in this fact pattern? 6. Propose a fixed fee, quoted as: (a) Phase 1 threshold determination, priced on its own, and (b) Phase 2 preparation, broken out per entity and per tax year, with any carve-outs priced separately. Engagement structure We prefer fixed fee with milestone payments: 1. Phase 1 threshold determination and written memo — paid on its own, with no obligation on either side to proceed further 2. First required return for each entity, including any Form 926 and reasonable cause statements 3. Remaining required years 4. §6698 reasonable cause submission We are happy to pay for Phase 1 separately as it is standalone work and will constitute a decision point for us, and we would rather pay a qualified preparer to tell us that some of these years need no return than pay a cheaper one to file nine of them without asking. If Phase 1 goes well, we plan to hire you for Phase 2 work. Target: everything determined to be required is filed no later than September 10. Please quote Phase 2 on the assumption that Phase 1 may reduce the number of returns. Quotes that price all nine returns as a fixed block regardless of outcome will not be competitive.