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QSub Election (§1361(b)(3)) — Multi-Entity S-Corp Consolidation

S-corp owns 100% of subsidiary S-corp — file as one return, isolate liability across many operating cells.

Overview

A Qualified Subchapter S Subsidiary (QSub) is a 100%-owned subsidiary of an S-corp for which a QSub election (Form 8869) is filed. The QSub is disregarded for federal tax (all income flows to parent's return) but remains a separate legal entity for liability. Enables an S-corp holding company to spin off risky operations, real estate, or acquisitions into liability-isolated subs while filing one consolidated federal return. Cleaner than an F-reorg for many roll-ups.

Best fit
S-corp roll-up acquirersMulti-location operatorsOwners wanting liability segregation without partnership complexity
Estimated impact
Cleaner filings + isolated liability per business unit

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