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When your accountant and your lawyer disagree

  • Writer: Brandi Joffrion
    Brandi Joffrion
  • Mar 15, 2025
  • 2 min read

Usually because they're answering different questions, and nobody has told either of them the whole situation.


This comes up constantly, and it's rarely because one of them is wrong.


Why it happens

Different objectives. Your accountant is generally optimizing tax. Your lawyer is generally managing risk. The lowest-tax structure and the lowest-risk structure aren't always the same one.


Different timeframes. Your accountant works on the year that happened. Your lawyer works on what happens when something goes wrong, which may be years away.


Different information. Your accountant may not have read your operating agreement. Your lawyer may not have seen your returns. Each is answering with what they have.


Different definitions. "Distribution" means something specific in tax and something else in an operating agreement. Both are right in their own context.


The disagreements that matter most

Entity classification and elections. How owners get paid. Whether to add entities. How to structure a sale. Whether a transfer creates a taxable event.


These all sit where tax and structure meet, which is exactly where advisors who don't speak to each other give conflicting answers.


What usually resolves it

Getting them in the same conversation. Most disagreements evaporate in fifteen minutes when both people have the same facts.


If you can't do that, get each to explain what they're optimizing for and what they'd give up.


Frequently they agree on the trade-off and differ only on which side to land.

What doesn't resolve it

Picking whichever answer you preferred. That's how people end up with an S-election nobody explained or a structure that saves tax and fails at a bank.


What to do

When you get conflicting advice, ask each one: what are you optimizing for, and what does your recommendation cost me elsewhere?


Then decide with both answers in front of you, rather than one at a time.


This is general information, not legal advice for your situation. If you want an answer for your business, book a consultation.

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