Brotman Law — tax attorney for business owners

For Business Owners

Tax Attorney for Business Owners
Protect What You've Built.

Payroll tax problems, IRS audits, trust fund recovery penalties, and entity structuring issues. We defend businesses and their owners from the IRS and California tax agencies.

Sam BrotmanSam Brotman, J.D., LL.M.|Last updated April 2026

Key Takeaway

A tax attorney for business owners is a lawyer who handles IRS employment tax disputes, trust fund recovery penalties under IRC 6672, payroll tax audits, and business entity structuring issues. Business owners face personal liability exposure that individual taxpayers do not — the IRS can pursue you personally for 100% of unpaid payroll taxes. Call Brotman Law at (619) 378-3138 for a free intro call about protecting your business and personal assets.

When the IRS Comes After Your Business, Everything Is at Stake.

As a business owner, you face a unique set of tax risks that employees never encounter. Payroll taxes create personal liability. Business audits can escalate into trust fund recovery penalty assessments. A single misclassified worker can trigger an EDD investigation that spreads across every worker on your payroll.

The IRS treats business tax violations differently than individual issues. With unpaid 941 payroll taxes, the IRS can — and routinely does — pierce the corporate veil and assess the trust fund recovery penalty directly against you as the responsible person. Your personal assets, home, and bank accounts become targets.

We work exclusively with business owners who are dealing with these high-stakes situations. Our attorneys understand the overlap between business law, tax law, and IRS enforcement — and we know how to protect both your business and your personal assets.

Whether you need immediate defense against an IRS enforcement action or proactive tax optimization to prevent problems before they start, we have the experience to help.

How We Help Business Owners

Business Tax Defense & Strategy Services

Payroll Tax Defense

Unpaid 941 payroll taxes are the single most dangerous tax liability for business owners. The IRS aggressively pursues both the business and responsible individuals. We negotiate settlements, defend against trust fund recovery penalties, and protect your personal assets.

Trust Fund Recovery Penalty

When the IRS assesses the TFRP, they're coming after you personally — not just your business. We challenge the assessment, negotiate the liability, and build defenses that protect your personal financial position.

Business Audit Defense

IRS and state audits of businesses are complex, multi-issue examinations. We manage the entire audit process — from initial response through appeals — to minimize adjustments and protect your returns.

Entity Structuring

S-Corp vs. C-Corp vs. LLC — the right entity structure depends on your specific business, income level, and goals. We design structures that minimize taxes while providing maximum asset protection and flexibility.

EDD & Worker Classification

California's EDD aggressively audits worker classification. A single misclassification finding can create payroll tax liability across your entire workforce. We defend against EDD audits and negotiate settlements.

Tax Debt Resolution

If your business owes back taxes, we negotiate offers in compromise, installment agreements, and penalty abatement to resolve the liability on terms your business can sustain without shutting down.

Proven Results for Business Owners

Numbers That Speak for Themselves

3,000+

Tax Cases Handled

$500M+

In Tax Debt Resolved

150+

Multimillion-Dollar Transactions Structured

See our case results and client testimonials

Common Situations We Handle

If This Sounds Like You, We Can Help

You've Fallen Behind on Payroll Taxes

The IRS treats unpaid 941 payroll taxes as theft — they consider it money you collected from employees and failed to remit. Revenue officers are assigned quickly, and enforced collection (levies, seizures) happens faster than with any other tax liability. We step in to halt collection activity and negotiate a resolution that keeps your business open.

Your Business Is Being Audited

Business audits examine everything: revenue recognition, deductions, worker classification, compensation, and related-party transactions. We manage the audit from start to finish, limiting the IRS examiner's scope and building a defensive record for appeals if needed.

You Received a Trust Fund Recovery Penalty Notice

Form 4180 interviews are where the IRS determines who the "responsible person" is for unpaid payroll taxes. What you say in this interview determines whether you're personally liable. We prepare you for the interview, attend with you, and challenge any incorrect TFRP assessment.

You're Growing and Need Tax-Efficient Structuring

Businesses that outgrow their original entity structure overpay on taxes. We analyze your current structure and design a tax-optimized entity framework — including holding companies, retirement plans, and compensation structures — that saves you thousands annually.

California EDD Is Auditing Your Workers

Under AB5 and the ABC test, California presumes your independent contractors are employees. An adverse EDD finding can create years of back payroll tax liability, penalties, and interest. We defend against EDD audits and minimize your exposure.

Client Testimonials

What Business Owners Say About Us

Real results from real business owners we've represented.

★★★★★

"Sam and his team saved my business. We owed over $400K in payroll taxes and I thought we'd have to close. They negotiated a resolution that let us keep operating and pay off the debt on terms we could handle."
$400K Payroll Tax Resolved Business Owner, San Diego, CA

★★★★★

"The IRS was trying to hold me personally liable for my company's payroll taxes. Brotman Law successfully argued that I wasn't the responsible person and got the trust fund penalty removed entirely."
TFRP Removed CEO, Technology Company

★★★★★

"Their entity restructuring saved us over $80,000 in taxes the first year alone. I wish I'd found them years ago. Every business owner with $1M+ in revenue needs a tax attorney, not just a CPA."
$80K+ Annual Savings Business Owner, Los Angeles, CA
Super Lawyers Inc. 5000

Why Brotman Law

Built for Business Owners Facing Tax Problems

We Understand Business

We've structured over 150 multimillion-dollar corporate transactions. We understand cash flow, operations, and the real impact of tax decisions on your bottom line.

Defense + Strategy

Most firms do defense or strategy. We do both. We resolve your immediate crisis and then build a plan to prevent future problems.

Personal Liability Protection

We know how the IRS pierces the corporate veil. Every strategy we design considers personal liability exposure alongside business tax efficiency.

Frequently Asked Questions

Tax Attorney for Business Owners FAQs

Can the IRS hold me personally liable for my business's payroll taxes?+

Yes. Under IRC Section 6672, the IRS can assess the Trust Fund Recovery Penalty against any "responsible person" who willfully fails to collect, account for, and pay over employment taxes. This means business owners, officers, and even some managers can be held personally liable for 100% of the unpaid trust fund portion of payroll taxes — regardless of the corporate structure.

What happens if my business falls behind on 941 payroll tax deposits?+

The IRS escalates payroll tax cases faster than any other type of tax debt. You'll receive notices, then a revenue officer will be assigned. Revenue officers have the authority to levy bank accounts, seize assets, and shut down businesses. The key is to act before a revenue officer is assigned — early intervention gives us significantly more negotiating leverage. Contact us immediately if you've fallen behind.

Should my business be an S-Corp, C-Corp, or LLC?+

There's no universal answer. S-Corps can save significant self-employment tax but require reasonable compensation. C-Corps offer flexibility for high-growth businesses, especially with QSBS benefits. LLCs are simpler but may result in higher self-employment tax. The right choice depends on your income, number of owners, growth plans, and exit strategy. We analyze your specific situation and recommend the structure that minimizes total tax burden.

How much can entity restructuring save me?+

Most business owners we work with save $30,000 to $150,000+ annually through proper entity structuring, compensation optimization, and retirement plan design. The savings increase with income — a business generating $1M+ in annual revenue almost certainly has significant optimization opportunities. We model the exact savings before making any recommendation.

What should I do if the EDD is auditing my workers?+

Do not respond without legal counsel. California's ABC test presumes your workers are employees, and the burden is on you to prove otherwise. An adverse finding can create payroll tax liability for every worker the EDD reclassifies, going back years. We defend EDD audits by challenging the classification methodology and limiting the scope of the examination.

Do you work with my CPA?+

Absolutely. We collaborate closely with your CPA and other advisors. We handle the legal strategy and implementation — entity restructuring, IRS negotiations, audit defense — while your CPA handles ongoing compliance and return preparation. This team approach delivers the best results.

As Featured In & Recognized By
Super Lawyers The Wall Street Journal The New York Times Reuters Inc. 5000 Forbes Business Council

Get Started Today

Book Your Free 15-Minute Call

Schedule a brief call with our team to discuss your situation. We'll assess where things stand and outline your options — confidentially and without obligation.

  • Completely confidential — protected by attorney-client privilege
  • Every situation is different — you'll receive a custom assessment tailored to yours
  • Same-day and next-day appointments available
Book Your Free 15-Minute Call or call us directly (619) 378-3138