If you own or control more than one business entity, you likely move money, goods, or services between them on a regular basis. Maybe your holding company charges a management fee to your operating company. Maybe one LLC sells inventory to another. Maybe you have a real estate entity that leases space to your main business.

These transactions may feel like internal bookkeeping, but in the eyes of the IRS, they are not. They are intercompany transactions subject to transfer pricing rules, and if the prices you charge between your related entities are not set correctly, the consequences can be significant.

What is transfer pricing? 

Transfer pricing refers to the prices set for transactions between related or commonly controlled parties. The concept is most commonly associated with large multinational corporations shifting profits between countries, but the underlying rules apply broadly. Under IRC Section 482, the IRS has authority to reallocate income, deductions, and credits between related entities whenever it determines that the prices used do not clearly reflect income.

That authority is not limited to international arrangements. Any two entities under common control, whether that means common ownership, family relationships, or other control structures, can be subject to Section 482 scrutiny.

The arm’s length standard

The governing principle in transfer pricing is the arm’s length standard. In plain terms, this means that transactions between your related entities should be priced as if they were conducted between two unrelated parties negotiating freely in the marketplace.

If your management company charges your operating company a $25,000 monthly management fee, the IRS can ask: would an unrelated business pay $25,000 for those services? If the answer is clearly no, the IRS can recharacterize the transaction and reallocate income accordingly.

The arm’s length standard applies across common transaction types, including:

• Loans and advances between entities
• Services performed by one entity for another
• Rent or licensing of property
• Sales of goods or inventory
• Use of intellectual property

The test is always the same: would an unrelated party transact on similar terms under similar circumstances?

Why it matters for domestic business owners

The transfer pricing concern that makes headlines typically involves multinationals routing profits through low-tax jurisdictions. But domestic business owners with related entities face real exposure too.

The most common trigger is an IRS audit in which the agent questions whether intercompany pricing reflects economic reality. If your holding company charges your operating company above-market rent, for example, the IRS may conclude that income has been shifted in a way that reduces taxable income at the operating entity level. It can then reallocate that income and assess back taxes, interest, and penalties.

The IRS can also look unfavorably at below-market loans between related entities. If your entity loans money to a related party at zero interest or a rate below the IRS’s applicable federal rates the IRS can impute interest income on the lending entity, even if no interest was actually charged.

The penalty risk

Under IRC Section 6662, transfer pricing penalties apply to underpayments attributable to valuation misstatements. The structure works in two tiers.

The first tier, a 20% penalty, applies when a reported transfer price is 200% or more (or 50% or less) of the arm’s length price determined by the IRS, or when the IRS’s total income reallocation for the year exceeds the lesser of $5 million or 10% of gross receipts.

To illustrate: let’s say your management company charges your operating company $180,000 per year for management services, but the IRS determines the arm’s length value of those services is $60,000. Your reported price is 300% of the correct price, well above the 200% threshold. The IRS reallocates $120,000 of income, assesses back taxes on that amount, and then applies a 20% penalty on top of the resulting underpayment.

The second tier, a 40% penalty, applies to more severe misstatements: when a reported price is 400% or more (or 25% or less) of the correct price, or when the total reallocation exceeds the lesser of $20 million or 20% of gross receipts.

Using the same scenario: if your management company had charged $300,000 for those same $60,000 worth of services, your reported price is 500% of the arm’s length amount, crossing the 400% threshold for the gross valuation misstatement tier. The penalty on the resulting tax underpayment doubles to 40%.

These thresholds are calibrated for larger transactions, but the underlying principle applies broadly: the IRS treats transfer pricing violations seriously, and the further your pricing strays from arm’s length, the steeper the consequences.

Documentation: your first line of defense

The single most important protective step for any business owner with related entities is documentation. The IRS expects that intercompany pricing decisions are made deliberately and supported by a rationale, not set arbitrarily or based solely on what is most tax-advantageous in a given year.

At minimum, your documentation should establish:

• What the transaction is and why it exists
• How the price was determined
• Why that price is consistent with what unrelated parties would pay

For many small and mid-size businesses, this does not need to be a formal transfer pricing study. A written intercompany agreement, a basic comparability analysis, and consistent application of the agreed pricing is often sufficient to demonstrate good faith and reduce audit risk.

If your related-entity transactions are significant in volume or complexity, a more formal analysis with written documentation may be warranted to fully meet the penalty protection provisions in the regulations. Your CPA can help assess the appropriate level of documentation for your situation.

What to do now

If you have related entities and have not reviewed your intercompany pricing recently, that review is worth putting on your agenda. The questions to work through with your advisor are straightforward: Are your intercompany transactions documented? Are the prices defensible under an arm’s length analysis? Are intercompany loans charging at least the applicable federal rate?

Transfer pricing compliance does not require complex structures or expensive studies for most small business owners. It requires intentionality – setting prices deliberately, documenting the rationale, and applying them consistently. That foundation is far easier to build proactively than to reconstruct under audit.

If you have related entities and want to make sure your intercompany pricing is on solid ground, reach out to our office. We can help you assess where you stand and put the right documentation in place.