Corviniti/Locations/Corviniti Accounting in San Francisco
Locations / San Francisco
Corviniti Accounting in San Francisco
Our office at 201 Spear Street, south of Market. CPA-led technical accounting, IPO readiness, and CFO advisory for venture-backed and public companies across the Bay Area.
Where we are. 201 Spear Street, 4th Floor, south of Market. The office serves San Francisco, the Peninsula, and the wider Bay Area, and most of the work is remote.
What we do here. This is where the technical accounting practice does the most work: revenue and equity positions, cap table and 409A support, IPO and SPAC readiness, and CFO advisory for venture-backed companies.
Why California is different. The highest personal rate in the country, an $800 minimum tax owed in a loss year, an entity-level tax on S corporations, and a San Francisco city layer charged on gross receipts. Almost none of it depends on being profitable.
Corviniti Accounting has an office at 201 Spear Street, 4th Floor, San Francisco, CA 94105, south of Market. This is the office closest to the venture market, and it is where our technical accounting practice does the most work: revenue recognition, equity and convertible instruments, cap table and 409A support, and the reporting a priced round or an S-1 puts under real scrutiny. A CPA leads every engagement.
California is the most expensive state in the country to be a company in, and much of the cost arrives before any profit does. The $800 minimum franchise tax is owed by nearly every corporation, LLC, LP, and LLP each year, loss or not. LLCs pay a gross receipts fee on top of it, running from $900 at $250,000 of California receipts to $11,790 above $5 million. California taxes S corporations at the entity at 1.5 percent as well as taxing the owners, which the federal election does not prevent. And the top personal rate is 13.3 percent, the highest of any state.
San Francisco then adds a city layer charged on gross receipts, reshaped by Proposition M from 2025, so a company burning cash can still owe the city money. Those are the things this page goes into.
Business tax
What California charges before you make a profit
The $800 minimum franchise tax, the LLC gross receipts fee, and the entity-level tax California puts on S corporations. Most of this is owed whether or not the company made money.
California entity-level charges. Illustrative, not tax advice.
Pass-through tax
How the California PTE elective tax works
The entity pays 9.3 percent, deducts it federally, and passes a credit to the owners. Four steps, the June 15 prepayment that decides the year, and the 2026 change that softened the penalty for getting it wrong.
California PTE mechanics. Model per owner before electing.
San Francisco
The San Francisco city tax layer
San Francisco taxes revenue, so a loss-making company can still owe city tax. The gross receipts tax after Proposition M, the homelessness tax, the commercial rents tax, and the one filing that carries all of them.
San Francisco city taxes. Confirm thresholds each filing season.
Personal tax
What changes a California tax bill
The highest state rate in the country, uncapped disability insurance, capital gains taxed as ordinary income, equity compensation allocated by workday, and what the state does when you leave.
California personal tax levers. Not individual tax advice.
Capital
The San Francisco capital map
Where Bay Area companies actually raise money: the venture market, venture debt and SBA lending, and the state and city programs underneath both.
Three lanes of capital. Confirm current program terms.
The Detail
The gaps, and how we close each one
Topic 01
What we do from the San Francisco office
The Bay Area work skews technical, because the companies here hit accounting questions early and with real money attached.
How we handle it
Technical accounting and reporting. Revenue under ASC 606, leases under ASC 842, equity compensation, SAFEs and convertible notes, preferred stock classification, business combinations, and the memos an auditor will accept without rework. IPO and SPAC readiness. The gap between private-company books and an effective registration statement: the PCAOB audit uplift, cheap stock analysis, segment and EPS mechanics, the control environment, and a close process that meets a public company's deadlines. Operating finance.Fractional CFO work, board and investor reporting, budget and burn models, and outsourced accounting for companies that are not ready to hire in-house. Cleaning up books during diligence costs considerably more than keeping them clean, which is most of the argument for doing this early.
Topic 02
The California charges that do not wait for profit
Founders who incorporate in Delaware and operate from San Francisco are routinely surprised by what California bills them in a year with no revenue.
How we handle it
The $800 minimum franchise tax is owed annually by essentially every corporation, LLC, LP, and LLP for the privilege of doing business in California, regardless of profit or loss. Registering in Delaware does not avoid it if you operate here. C corporations pay 8.84 percent franchise tax on net income above that floor. S corporations pay 1.5 percent at the entity level on California-apportioned income, so unlike most states California taxes the company as well as the owners. LLCs owe an annual LLC fee on top of the $800, set by California total income, which is gross income plus cost of goods sold: $900 from $250,000, $2,500 from $500,000, $6,000 from $1 million, and $11,790 above $5 million. Because it is measured before costs come out, a high-volume low-margin business can reach the top tier in a year it loses money. Most practitioners call it the gross receipts fee; the Franchise Tax Board calls it the LLC fee. The pattern is consistent: these charges key off existence and revenue, so a pre-revenue company still owes California money. See the Franchise Tax Board for current amounts.
Topic 03
The California PTE elective tax
For a profitable partnership or S corporation with California owners, this is usually the largest single planning item on the return, and it has a date that decides the year before the year ends.
How we handle it
The entity elects, pays California tax of 9.3 percent on qualified net income, deducts that state tax federally, and each electing owner claims a credit against their California personal return. The election is available through tax year 2030 and is made annually. The mechanic most often missed is the June 15 prepayment, due at the greater of 50 percent of the prior year's elective tax or $1,000. It falls in the middle of the tax year, so the decision has to be made in advance. SB 132 extended the election through 2030 and softened the consequence of getting the payment wrong: from 2026 a missed or short prepayment no longer voids the election outright, and instead each owner's credit is reduced by 12.5 percent of that owner's share of the underpaid amount. Better than the old all-or-nothing rule, still expensive. The election is most valuable where owners sit in California's top brackets, and it is not automatically worth making, so we model it per owner before electing.
Topic 04
The San Francisco city taxes
San Francisco runs one of the more complicated city tax regimes in the country, and Proposition M changed the shape of it from 2025. A company that filed correctly in 2024 may sit in a different category now.
How we handle it
Everything goes on one annual filing with the Treasurer and Tax Collector, due March 2, 2026 for the current cycle: the business registration renewal plus every city tax that applies. Proposition M, effective January 2025, raised the small business exemption from $2,250,000 to $5,000,000 of combined San Francisco gross receipts, and it covers both the Gross Receipts Tax and the Overpaid Executive Tax. It also cut the number of business categories from fourteen to seven and shifted apportionment toward sales, which means both your category and your bill may have changed. Above that threshold the Gross Receipts Tax applies, charged on revenue, so a loss-making company can owe it. The Homelessness Gross Receipts Tax threshold dropped from $50 million to $25 million starting 2025, with rates from 0.164 to 1.640 percent. The Overpaid Executive Tax runs 0.02 to 0.129 percent and is driven by the pay ratio at any profit level. There is also a Commercial Rents Tax on rent received from commercial property in the city. An extension runs to November 30, which now lines up with the California deadlines, but it has to be requested and paid by the March deadline, generally at 110 percent of the prior year's liability for each tax type. Sales tax in San Francisco is 8.625 percent combined, made of the 7.25 percent statewide rate and 1.375 percent of district taxes.
Topic 05
California personal tax, equity, and leaving
The personal side is where the highest rates in the country meet the most equity compensation in the country, which is a combination worth planning around.
How we handle it
California's top marginal rate is 13.3 percent on income above $1 million, and there is no preferential rate for capital gains, which are taxed as ordinary income. That makes the timing of a sale and where you live when it closes worth real money. Equity compensation is allocated by workday: California taxes the portion of an award earned while you were working in the state, whatever your address is when it vests, so the allocation needs documenting while it happens and not reconstructing years later at exercise. Property tax works the other way. Proposition 13 anchors assessed value at purchase and caps increases at 2 percent a year until the property changes hands, so a long-held home carries a low bill and a purchase resets it. State Disability Insurance is easy to overlook and no longer small: the rate is 1.3 percent for 2026 and, since 2024, there is no wage ceiling, so it applies to every dollar of wages. On a $600,000 salary that is $7,800 a year, where the old cap would have stopped it well before. And California, like New York, examines departures and can continue taxing California-source income after you go. Day counts and the paper trail behind a move decide those cases.
Topic 06
The Bay Area businesses we work with
The client base here is narrower than in New York, and the problems are more technical.
How we handle it
Venture-backed technology companies. SaaS and usage-based revenue under ASC 606, SAFEs and convertible notes, preferred stock and warrant classification, equity compensation, and the accrual books a Series A diligence process expects. This is the core of the office.
Companies approaching the public markets. S-1 preparation, the PCAOB audit uplift, cheap stock, segment reporting, and the close calendar an SEC filer has to keep. Also the SPAC and de-SPAC accounting that sits alongside it.
Fintech and digital assets. Gross versus net revenue presentation, custody and safeguarding questions, and the reporting positions that draw the most auditor attention.
Life sciences. Research and development cost accounting, collaboration and milestone arrangements, and grant revenue recognition.
Professional services and agencies. Unbilled work in progress, the PTE election decision, and the San Francisco gross receipts filing, which reaches service firms well before it reaches most product companies.
Topic 07
Related pages
If you want more depth on a specific service, or on the New York comparison, these go further than this page does.
201 Spear Street, 4th Floor, San Francisco, CA 94105, south of Market. The map above shows the location. Meetings are by appointment; most first conversations happen by phone or video because it is faster.
I incorporated in Delaware. Do I still owe California anything?
Yes, if you operate here. The $800 minimum franchise tax is owed for the privilege of doing business in California, and a Delaware incorporation does not change that. If you are an LLC, the California gross receipts fee applies on top, keyed to California receipts, so it applies in a loss year too. This is the most common surprise we see with founders new to the state.
Does the $800 apply in a year with no revenue?
Yes. It is a minimum tax owed regardless of profit or loss, so a pre-revenue company still owes it. The LLC gross receipts fee is different: it starts once California receipts reach $250,000, so a company with no revenue does not owe that piece.
Do we have to file a San Francisco gross receipts tax return?
It depends on your combined San Francisco gross receipts. Proposition M raised the small business exemption to $5,000,000 from 2025, so a return is required above that. The business registration renewal is separate and applies more broadly, and it goes on the same annual filing, due March 2 for the current cycle. Thresholds for the homelessness and overpaid executive taxes sit higher and have their own rules.
Can we extend the San Francisco filing?
Yes, to November 30, which now lines up with the California deadlines. The extension has to be requested by the original due date and paid at the same time, generally 110 percent of your prior year's liability for each tax type. An extension moves the filing, not the money, so the payment still has to be right in the spring.
Should we make the California PTE election?
Sometimes, and the answer is per owner. The election moves 9.3 percent of qualified net income to the entity where it is federally deductible, and each owner takes a credit. It helps most where owners sit in California's top brackets. The June 15 prepayment means the decision has to be made during the year, so it is worth modelling before then. We run the numbers per owner before recommending it either way.
Sources & authorities
Primary sources for this page
Minimum franchise tax, the corporate rate, and the LLC fee.California Franchise Tax Board: the 800 dollar annual minimum, 8.84 percent on C corporation net income, 1.5 percent on S corporations, and the LLC fee tiers keyed to California total income.
Pass-through entity elective tax.FTB, PTE elective tax: the 9.3 percent rate, the June 15 prepayment, and the credit each owner claims.
The extension through 2030 and the prepayment change. Senate Bill 132 (2025): the election is available through tax year 2030, and from 2026 a short June 15 prepayment reduces the credit by 12.5 percent of the shortfall instead of voiding the election.
San Francisco business taxes after Proposition M.Treasurer and Tax Collector: the 5,000,000 dollar small business exemption, the reduction from fourteen business categories to seven, and the revised Overpaid Executive Tax rates.
Filing and extensions.Treasurer and Tax Collector: the annual business tax filing, the registration renewal, and the extension to November 30.
State Disability Insurance. California Employment Development Department: the 2026 withholding rate of 1.3 percent, applied to all wages since the taxable wage ceiling was removed in 2024.
Property tax under Proposition 13. Article XIII A of the California Constitution: assessed value anchored at acquisition with increases capped at 2 percent a year.
This page summarizes California and San Francisco tax rules for general information, and is not tax or legal advice. Rates, thresholds, and filing dates change each year; confirm the current text before you rely on it.