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Knowledge & Insights

Understanding Pass-Through Entities

The business world is full of unique and varying structures, each with their own advantages and challenges. One of these structures, often used by companies within the construction industry, is the pass-through entity (PTE). The understanding of PTEs is crucial for businesses, as it can remarkably impact their taxation and financial planning.
In the following sections, we will dive deep into the subject of pass-through entities, their implications for the construction industry, and the potential benefits and challenges they present.

The Definition of a Pass-Through Entity

A pass-through entity (PTE) is a legal business entity that allows profits and losses to ‘pass through’ directly to the owners. The profits are subject to tax at the individual income tax rates of the owners, rather than at the corporate level. The PTE structure can include various forms of businesses such as sole proprietorships, partnerships, and S-corporations.

The Variety of Pass-Through Entities

There are several types of PTEs, each with its own set of rules and regulations.

Sole Proprietorships

Sole proprietorships are the most common and straightforward type of PTE. They are owned and operated by a single individual. The net income of sole proprietorships is subject to both individual income tax and Self Employment Contributions Act (SECA) payroll taxes.


Partnerships involve two or more individuals who share the profits and losses of a business. The income of the partnership is distributed to individual partners according to their partnership agreement. Partnerships, including limited liability companies (LLCs) that choose to be taxed as partnerships, are prevalent in sectors such as finance, real estate, and investment management.


S-corporations are entities that pass corporate income, losses, deductions, and credits through to their shareholders for federal tax purposes. Shareholders of S-corporations report the flow-through income and losses on their personal tax returns and are assessed tax at their individual income tax rates.

The Prevalence of Pass-Through Entities

PTEs are the dominant business structure in the United States, with 95 percent of all businesses operating as pass-throughs. This prevalence is due to the tax advantages and legal protections offered by the PTE structure.

The Size and Economic Impact of Pass-Through Entities

While most businesses are small, many PTEs are large, global enterprises. In fact, large PTEs account for a significant portion of overall business profits. Nearly half of all pass-through income is generated by businesses in the top tax bracket. These large PTEs play a crucial role in the economy, contributing significantly to sales, profits, and employment.

The Tax Implications of Pass-Through Entities

One of the main advantages of PTEs is their favorable tax treatment. Because income is passed through to owners, it is only taxed once at the individual level, avoiding the double taxation that affects C-corporations. However, the specific tax benefits can vary depending on the type of PTE and the owner’s tax bracket.

Pass-Through Entity Level Tax

PTE level tax, also known as the elective pass-through entity tax, is an optional state income tax that PTEs can choose to pay. It is designed to counteract the adverse impacts of the state and local tax (SALT) deduction cap introduced by the Tax Cuts & Jobs Act (TCJA) of 2017.

The Benefits of Electing Pass-Through Entity Level Tax

Electing PTE level tax can help businesses avoid the $10,000 SALT deduction cap. Owners of eligible entities will be able to deduct a larger portion of their state income taxes paid against federal income. Additionally, the PTE level tax is not subject to the alternative minimum tax (AMT), which can provide further tax savings.

The Challenges of Electing Pass-Through Entity Level Tax

While electing PTE level tax can offer tax benefits, it also presents challenges. The decision to elect PTE level tax requires careful consideration and analysis of various factors, including entity type, owner residency, and the number of states in which the business operates. Also, the benefit of the PTE level tax can be negated by potential costs or uncertainties, making it crucial for businesses to analyze their federal and state income tax positions before making the election.

State-Level Impacts of the Pass-Through Entity Level Tax

The impact of the PTE level tax varies by state, as each state has its own provisions, requirements, and limitations. For instance, states like Maryland and Virginia have implemented PTET regimes, while others like North Carolina and the District of Columbia have different approaches. Understanding how each state handles PTE level tax is crucial for businesses operating in multiple


In the ever-evolving landscape of business taxation, understanding the implications of a pass-through entity structure is vital, particularly for those within the construction industry. By understanding and navigating the complexities of PTEs and PTE level taxes, construction businesses can potentially reap substantial tax benefits, contributing to their financial health and sustainability.
Knowledge is power, and understanding the complexities of PTEs can empower businesses to make informed decisions, optimize their tax planning, and ultimately drive their success. As always, businesses should consult with their tax professionals to ensure they are making the most advantageous decisions for their unique circumstances.

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