Entity tax-classification matrix¶
Purpose: Single-page entity-by-entity reference for legal owner (today vs intended), US tax classification, Xero treatment, and which advisor owns the open questions. Crisper than reading 16 per-entity profile files when you just need the structural picture.
Status: v2, 2026-05-10. Several rows are flagged provisional — see notes column.
Important framing rule (per
accounting/accounting-policy.md§13): the Xero "Entity" tracking dimension is functionally a Reporting Unit, NOT always a legal-entity statement. Most options ARE legal entities, butW 3603(primary residence, personally held) andOceana 433(Mexican fideicomiso, personally held) are reporting-unit-only — they appear in management views but do NOT have operational P&L flowing through them. Seecontext/contradictions.mdCON-04.For RHG specifically (per
context/contradictions.mdCON-03): ownership is tracked across four fields: - Legal record today: per filings on record (e.g., 2024 5471) - Economic / substantive ownership: per signed FS / corrected substantive position - Disputed / litigation posture: active removal proceedings if any - Intended final ownership: post-conversion target
Entity lifecycle states¶
Each row's lifecycle state appears in the matrix. Defined values:
| State | Meaning |
|---|---|
active operating |
Generates revenue / has employees / has live operations |
active holding |
Holds assets but no active operations (most disregarded sub-LLCs) |
pending activation |
Formed but not yet operational |
pending conversion |
In active legal restructuring |
pending dissolution |
In active wind-down |
dormant / inactive |
Formed and existing but no current activity |
statutory shell — retained intentionally |
Kept active for a specific legal/tax reason |
out of Xero scope |
Not tracked in Xero (e.g., separate-taxpayer S-corp) |
personal asset / memo reporting only |
Tracked as Reporting Unit but no operational books |
defunct |
Wound down, exists only for historical record |
US disregarded stack (under RFH)¶
All entities below default to disregarded SMLLC treatment for US federal tax (single member, Texas LLC, no 8832 election filed). Every flow rolls up to Austin's 1040.
| Entity | Lifecycle | Legal owner today | Intended owner | US tax classification | Xero treatment | Advisor | Notes |
|---|---|---|---|---|---|---|---|
| Renfroe Family Holdings, LLC | active operating | Austin | Austin | Disregarded SMLLC | Full detail (parent ledger) | Pearce | Single member; the parent |
| W 3101 Holdings, LLC | active operating | RFH | RFH | Disregarded | Full detail; Entity = "W 3101 Holdings"; Asset Class = "Residential Rental" | Pearce | First Horizon mortgage held here |
| ATX Marine Holdings, LLC | active operating | RFH | RFH | Disregarded | Full detail; Entity = "ATX Marine Holdings"; Asset Class = "Marina" | Pearce | Dock 1 Slip 10 — sublicensed |
| Austin Marine Holdings, LLC | active holding | RFH | RFH | Disregarded | Full detail; Entity = "Austin Marine Holdings"; Asset Class = "Marina" | Pearce | Dock 8 Slip 7 — personal-use, non-revenue |
| Renfroe Marine Holdings, LLC | active operating | RFH | RFH | Disregarded | Full detail; Entity = "Renfroe Marine Holdings"; Asset Class = "Marina" | Pearce | Dock 2 Slip 18 — sublicensed |
| Five Points BHM Holdings, LLC | active holding (→ operating once TRC LOI signed) | RFH | RFH | Disregarded | Full detail; Entity = "Five Points BHM"; Asset Class = "Commercial Rental" | Pearce + Stuart Memory | Holds 1006 Birmingham; pre-revenue → operating once TRC LOI signed; SBA exposure (see Mandate 8) |
| Renfroe Hospitality Group, LLC (US TX) | pending activation | RFH (formed 2024-08-09) | RFH | Disregarded — empty shell | Tracked under Entity = "Renfroe Hospitality Group" (summary, MX-side) once activated | Pearce | Empty US-side shell; not yet activated |
| Casa Moksha LLC (US TX) | pending activation | RFH (formed 2025-10-13) | RFH (with Casa Moksha Holdings LLC, jointly to own RHG MX post-conversion) | Disregarded — pending activation | Tracked under Entity = "Renfroe Hospitality Group" once active | Pearce + Portilla | Activates once Cindy consignación closes + RHG MX converts to S. de R.L. de C.V. |
| Casa Moksha Holdings LLC (US TX) | pending activation | RFH (formed 2025-10-19) | RFH (joint MX RHG owner per above) | Disregarded — pending activation | Same | Pearce + Portilla | Same |
Standing rule (per Austin direct, 2026-05-10 — see context/entities.md):
RFH is the member of every US LLC in the stack — no exceptions. The
TX Certificates of Formation list managers (governing persons), not
members; member-of-record is established by the Operating Agreement.
Foreign corporations (5471 entities)¶
For RHG (Mexico), ownership is split into five fields per
context/contradictions.md CON-03 (Round 4 LLM refinement separated
"Tax return position" from "Legal record today"):
| Entity | Lifecycle | Legal record today (Mexican corporate registry) | Tax return position (US 5471 filed) | Economic / substantive ownership | Disputed / litigation posture | Intended final ownership | US tax classification | Xero treatment | Advisor | Notes |
|---|---|---|---|---|---|---|---|---|---|---|
| Renfroe Hospitality Group SA de CV (Mexico) | active operating (pending conversion S.A. de C.V. → S. de R.L. de C.V.) | 99% Austin / 1% Cindy Canto (capital fijo MXN $500); Mexican corporate registry status pending Portilla refresh | 99% Austin / 1% Cindy Canto (2024 Form 5471 as filed) | 100% Austin (46.7M MXN capital variable per JME signed multi-year FS 2023-2025; capital variable dwarfs the MXN $500 capital fijo) | Cindy in active removal via Mexican consignación de pago (Portilla executing); substantive grounds = illegal acts (threats, misappropriation, embezzlement) per Austin direct correction 2026-05-09 | Casa Moksha LLC + Casa Moksha Holdings LLC jointly (post-S. de R.L. de C.V. conversion, requires ≥2 members) | Foreign corp / 5471 (no 8832 election filed; default per-se treatment) | Summary JE only (quarterly per Path A) + intercompany clearing | Pearce + JME + Portilla | Active mandates: Cindy consignación (Mandate 1) + S. de C.V. → S. de R.L. conversion (Mandate 2). PROVISIONAL: zero CM revenue on Mexican books across 2023-2025 per signed FS — JME §1 framing question pending. Pearce 2025 working session decision queued: amend 2024 5471 to reflect post-removal cap table when consignación closes? Or wait until S. de R.L. conversion is complete? |
| Renfroe Holdings GK (Japan) — EXISTING (currently the only GK) | active operating (would transition to pending dissolution IF restructure executes) | RFH (sole member since 2025-08-19; Yuriko Kato co-member at formation 2025-01-24, retired 2025-08-19) | Status quo holds: RFH sole member. The proposed second-GK restructure (see next row) would transfer Mita ownership to a newly-formed GK whose member is a US LLC, with existing GK wound down post-transfer — but that restructure has NOT been executed. | Foreign corp / 5471 (first filing due with Austin's 2025 1040; extending to October) — 8832 status open (75-day window from formation expired ~2025-04-09; PROVISIONAL pending Pearce confirmation whether 8832 was filed) | Summary JE only (cadence TBD pending ABS) + intercompany clearing; treat as the SOLE operating GK for the 2025 tax year. If/when restructure executes: JP-side transfer FMV mark-to-market (Endo 2026-04-30 confirmation); US book/tax/5471/depreciation basis + gain recognition all TBD pending Pearce + Kim & Rosado — do NOT post US-side FMV step-up or gain until advisor-confirmed | Pearce + Kim & Rosado + ABS Partners (Endo) + Withers Tokyo + Tohyama Office (Takeshima Tohru) | Holds Mita Garden Hills 1009 today. PFIC risk if Mita rental doesn't qualify as trade-or-business — active concern for the 2025 1040 since the existing GK is the sole holder. | |||
| Renfroe Holdings GK (Japan) — proposed second GK (NOT yet formed as of 2026-05-10) | proposed / pre-formation (Tohyama engaged but formation has NOT been executed; pending Austin's forms + US-LLC existence cert + affidavit + US capital-gain analysis from Pearce + Kim & Rosado) | n/a (does not yet exist) | A US LLC (presumably RFH itself or a sub — final structure pending Pearce + Kim & Rosado) | Foreign corp / 5471 (first filing only once formed + member-of-record finalized; not relevant to 2025 1040 unless formation executes pre-2026-10-31) — classification pending Pearce + Kim & Rosado | n/a today; once formed: summary JE only + intercompany clearing; basis-in JP-side at FMV (Endo) but US-side basis-in TBD pending Pearce + Kim & Rosado | Pearce + Kim & Rosado + ABS Partners (Endo) + Tohyama (Takeshima) | Restructure proposal mechanics: ABS confirmed JP tax side OK 2026-04-30 with FMV mark-to-market on transfer. US capital-gain exposure on transferring US LLC pending Pearce + Kim & Rosado review — the open question that gates execution. Austin's actions outstanding (per 2026-04-30 Tohyama ask): (a) fill in attached forms with new GK details, (b) provide US-LLC existence certificates, © provide member-affidavit similar to prior one used. Active mandate per docs-index.md Gantt (gk_new, 2026-04-01 → 2026-08-31, marked CRITICAL) — but the date range is the target window for execution, not a guarantee that formation completes within it. |
|||
| Consolidation Eliminations | n/a (reporting unit only) | n/a | n/a | Reporting unit / Xero Entity tracking option (12th, planned addition Phase 0) | Used for elimination JEs that net out intercompany double-counts in consolidated reports (RFH "Investment in GK" vs GK equity; RFH/RHG due-to/due-from; RFH/GK due-to/due-from; internal service fees; owner contribution/distribution normalization; Austin personal conduit reconstruction flows) | Claude (script) + Austin (review) | Adding this as a 12th Entity tracking option avoids double-counting on Austin Consolidated Management View reports without violating the two-tracking-categories rule. Pending Phase 0 execution. |
Personally held (NOT in any LLC)¶
These are Reporting Units, NOT legal entities. The Xero Entity
tracking option list includes W 3603 and Oceana 433 for management-
view purposes only — no operational P&L flows through them. Per
context/contradictions.md CON-04.
| Asset | Lifecycle | Legal owner | US tax treatment | Xero treatment | Advisor |
|---|---|---|---|---|---|
| W 3603 (210 Lavaca #3603, primary residence) | personal asset / memo reporting only | Austin | Schedule A homestead; no depreciation; Augusta-rule rental potential ≤14 days/yr | Reporting Unit only; excluded from operational P&L; flag if Augusta rental kicks in | Pearce |
| 210 Lavaca #2612 (legacy rental) | personal asset / memo reporting only | Austin | Schedule E; depreciate as residential | Excluded from Xero (personal Schedule E) | Pearce |
| Oceana 433 (Playa del Carmen, Mexican fideicomiso) | personal asset / memo reporting only | Austin (fideicomiso bank trust) | Schedule E if rented; foreign-real-property rules apply | Reporting Unit only; excluded from operational P&L unless rented through RFH/RHG | Pearce + JME |
| LP / VC / convertible / direct investments (multiple positions) | out of Xero scope | Austin | K-1 / 1099 / pass-through to Austin's 1040 | Excluded from Xero unless transferred to RFH (LP-transfer decision open per investments/investment-register.md) |
Pearce |
| Crypto (Coinbase Personal) | out of Xero scope | Austin | Capital gains on disposition | Excluded from Xero (personal); see accounting/crypto-subledger.md for in-scope CM crypto |
Pearce |
Parallel to RFH (NOT in stack)¶
| Entity | Lifecycle | Legal owner | US tax classification | Xero treatment | Advisor | Notes |
|---|---|---|---|---|---|---|
| Renfroe Innovation, LLC (TX) | active operating | Austin personally | Disregarded SMLLC default — but 8832 history unclear: was an Inc → LLC conversion 2017-07-10 (AL); if 8832 was filed at that conversion electing C-corp continuation, RI is a separate taxpayer through that period. If not, the prior S-election terminated by operation of law and RI defaulted to disregarded. | Reference only (parallel to RFH; no transactions hit RFH unless RFH ↔ RI billing is observed in Brex or AP) | Pearce + Kim & Rosado + Conley Rose | Holds 3 issued patents (Bar Management Software family) + 1 pending §101 OA (matter # 4447). EIN-on-file since 2010, carried through both conversions. Active pending: Mandate 4 (§101 OA) + Mandate 5 (CASA MOKSHA trademark, matter # CR 8049-00100). See accounting/renfroe-innovation-ip-register.md. |
| E.A. Renfroe & Company (RENFROE) | out of Xero scope | Austin (separate S-corp) | S-corp 1120-S | OUT OF SCOPE for RFH Xero; intersects via Augusta-rule (W 3603 rental) and the $815K shareholder-loan repayment story | Pearce | Separate taxpayer; out of scope but documented for Augusta-rule planning |
Defunct / out-of-scope¶
| Entity | Lifecycle | Why noted |
|---|---|---|
| 1006 20th St S, LLC | defunct (bankrupt; predecessor of Five Points BHM) | SBA history hangs off this |
| The Woolworth, LLC | defunct (closed; bar in 1006 building) | SBA Loan 7803 is on this entity |
| RF Austin Operating LLC | defunct (shut down 2026) | Red Farm restaurant; §165(g) worthless-security candidate |
| Bluestone Entertainment, LLC | dormant / inactive (passive — Monarch only) | Movie slate |
Cross-cutting questions queued for advisor sign-off¶
These resolve cells in the matrix above. Tracked here for visibility;
formally logged in accounting/advisor-decision-register.md once
advisors weigh in.
| Question | Owner | Affects |
|---|---|---|
| 8832 election status — RHG | Pearce | RHG row "tax classification" |
| 8832 election status — GK (75-day window expired ~2025-04-09; was election filed? if not, evaluate retroactive election with reasonable cause) | Pearce | GK row "tax classification" — highest-leverage open question |
| 8832 election status — Renfroe Innovation (at 2017 Inc → LLC conversion) | Pearce + Kim & Rosado | RI row |
| RHG §1 framing — does RHG recognize CM revenue or only landholder? | JME → Pearce | RHG row "Xero treatment" + revenue policy |
| GK PFIC posture — Mita rental as trade-or-business? | Pearce + ABS | GK row "tax classification" |
| Mita basis allocation (land vs building, capex of Special Changes Addendum + closing fees) | Pearce + ABS | GK row depreciation |
| GK depreciation start date (delivery 2025-07-28 vs. first-rental-day) | Pearce + ABS | GK row depreciation |
| RHG conversion timing (S. de C.V. → S. de R.L. de C.V.) | Portilla → confirm with Pearce | RHG row + Casa Moksha LLC pair "intended owner" |
| Mita transfer-pricing US-side capital-gain exposure (transfer of GK membership from existing GK at FMV — JP-side cleared by ABS/Endo 2026-04-30; US-side pending) | Pearce + Kim & Rosado | Existing GK row + new GK row + execution of the Tohyama-led restructure |
| Member-of-record on the new GK (RFH directly vs a sub-LLC) | Pearce + Kim & Rosado | New GK row "intended owner" |
| Five Points BHM TX 2024 minimum franchise tax filing status | Daisy / Pearce | Five Points row + cure-of-forfeiture state filing |
| Renfroe Innovation S-corp termination history (1120S filed 2013, 2015–2024?) | Pearce / Kim & Rosado | RI tax characterization |
Last updated: 2026-05-10. Refresh when an advisor closes one of the questions above OR when an entity's legal status changes (formation, conversion, dissolution, ownership transfer).
Cross-references: context/entities.md for the full entity profiles,
accounting/advisor-decision-register.md for the formal decision
log, tax/2025-filing-prep.md for the Pearce agenda that drives
several of these.