The two tracks — full detail
Every deal goes on one track. They never cross-transact.
Track 1 — HoldCo personal
You own · operate · guarantee · pledge
Track 2 — Retirement accounts
Passive · no role · no guarantee · tax-free exit
Ownership
Ownership
Wyoming LLC (you own 100%)
Manager-managed · charging order protection
Add partners as members deal-by-deal
Roth Solo 401(k) + Roth SDIRA
401k: checkbook LLC for direct control
SDIRA: custodian directs on your instruction
Who can co-invest
Who can co-invest
Anyone — including family
Unrelated partners · family members
Spouse · employees · other investors
All sign guarantee if 20%+ per SBA rules
Unrelated third parties only
Outside investors with no family tie
Other unrelated SDIRAs / 401(k)s
Not you · not spouse · not children
Debt and leverage
Debt and leverage
Full recourse — no restrictions
SBA 7(a) · SBA 504 · conventional
SBLOC · hard money · seller notes
You personally guarantee
Pledge HoldCo assets freely
Non-recourse only — or no debt
Plan cannot guarantee any debt
Leveraged deals trigger UDFI tax
C-Corp blocker eliminates UDFI
Best deals: no leverage at plan level
Your operational role
Your operational role
Any role you want
CEO · board member · consultant
Take salary · take distributions
Salary = fuel for Roth contributions
Zero role — strictly enforced
No management · no consulting
No board seat · no salary · no fees
Violation = entire plan disqualified
Best investment types
Best investment types
1. SBA business acquisitions you operate
2. Fix-and-flip / real estate development
3. Hard money lending book
4. Financial services / insurance cos.
5. Franchises · owner-operated businesses
6. Owner-occupied commercial real estate
1. Startup / angel equity (10–100x tax-free)
2. Passive real estate syndication LP
3. Private lending (8–12% tax-free yield)
4. Passive PE / search fund LP interest
5. Direct rental property (no debt)
6. Tax liens · royalties · precious metals
Tax on exit
Tax on exit
Capital gains — manageable
Long-term cap gains rate on equity
Installment sale · OZ reinvestment
§1202 QSBS up to $10M excluded
Charitable trust on large exits
Zero tax — permanent
Sale proceeds return to Roth tax-free
No capital gains · no ordinary income
Roth must be 5+ yrs old · you 59½+
Reinvest into next deal immediately
HoldCo income
Distributions → fund Roth 401(k) annually
Roth compounds
Tax-free forever · reinvest each exit
MyCPAPro, P.C. — planning reference only, not legal advice