Section 280E Audits. Anyone who spends time in the mountains knows the terrain can change quickly. A trail that starts easy can suddenly become steep, technical, and far more demanding than expected. Cannabis tax matters, especially related to 280E, can feel very similar.
What begins as an IRS audit notice can evolve into a substantial tax liability, particularly when Section 280E, multiple tax years, payroll issues, and ownership exposure intersect.
For cannabis operators throughout Colorado, understanding the financial impact of a Section 280E audit and when personal liability risks arise is critical.
At Highland Tax Group, our Denver-based tax resolution team assists cannabis operators, business owners, attorneys, CPAs, and financial professionals with 280E audits, IRS collections, historical cannabis tax liabilities, Offers in Compromise, and complex IRS controversy matters.
The Financial Impact of a Section 280E Audit
The financial consequences of a Section 280E adjustment can be significant.
If an audit spans multiple tax years and the business has operated for an extended period, resulting liabilities can easily reach hundreds of thousands—or even millions—of dollars, particularly once interest and penalties are included.
Section 280E generally prevents businesses trafficking Schedule I or II controlled substances from deducting ordinary and necessary business expenses.
Disallowed expenses frequently include:
Rent
Payroll
Marketing
Administrative expenses
Professional fees
Occupancy costs
Many operating expenses are typically deductible by other businesses
For cannabis operators in Colorado, this often results in taxes being calculated on income levels substantially above economic profit.
Example: How Section 280E Can Increase Taxes
Consider two businesses with identical revenues.
A non-280E business earns:
Revenue: $1,000,000
Gross profit: $400,000
Operating expenses: $300,000
Taxable income: $100,000
Approximate federal tax: $30,000
A cannabis business subject to Section 280E may be unable to deduct those same operating expenses.
Taxable income remains around $400,000, resulting in an approximate federal tax of $105,000.
Result:
Additional tax burden: approximately $75,000
In some cases, the resulting tax exceeds the actual cash retained by the business.
For Colorado cannabis operators, this creates one of the most challenging tax environments in any regulated industry.
Could You Be Personally Liable as a Cannabis Business Owner?
One of the most common questions after a 280E audit is:
“Can the IRS come after me personally?”
The answer depends on structure, tax type, ownership involvement, and conduct.
Importantly, 280E itself does not automatically create personal liability.
However, related tax issues sometimes do.
Flow-Through Entities and Owner Exposure
Many cannabis businesses operate as:
LLCs
Partnerships
S corporations
These are generally flow-through entities, meaning business income flows to owners’ individual returns.
As a result:
Owners may experience significant personal tax liabilities even when cash distributions are limited or unavailable.
This frequently creates situations where:
Tax liability > actual cash received.
While this is not the same as direct business debt liability, it can still create substantial personal tax exposure.
Payroll Taxes and “Responsible Person” Liability
Payroll taxes create a different risk profile.
If unpaid payroll taxes exist, the IRS may pursue individuals deemed responsible for collecting and remitting employment taxes through the Trust Fund Recovery Penalty (TFRP).
Potential responsible persons may include:
Owners
Officers
Financial decision makers
Individuals controlling disbursements
These liabilities can become personal obligations independent of the entity.
For cannabis businesses in Colorado, payroll tax disputes often become a major issue when cash flow pressure from Section 280E increases.
Highland Tax Group assists cannabis operators with payroll tax resolution, IRS collections, Revenue Officer investigations, and business tax controversies.
Asset Transfers and Compliance Concerns
The IRS may increase scrutiny if it believes:
Assets are being transferred
Cash activity is concealed
Entities are being structured improperly
Expenses are intentionally shifted to avoid Section 280E limitations
The IRS evaluates facts carefully, and intentional misconduct allegations can substantially increase exposure.
Early planning and compliance review are critical.
What This Means for Cannabis Businesses
A Section 280E audit rarely affects only one area.
Potential downstream impacts include:
Income tax assessments
Payroll tax exposure
Revenue Officer involvement
IRS collections
Levies and liens
Trust Fund Recovery investigations
Owner cash flow challenges
Multi-year liability accumulation
The earlier the strategy begins, the more options typically remain available.
Potential resolution paths may include:
Installment Agreements
Collection Holds
Offers in Compromise
Effective Tax Administration OICs
Penalty mitigation strategies
Collection defense planning
How Highland Tax Group Helps Cannabis Operators
Highland Tax Group is a Denver-based tax resolution firm assisting Colorado cannabis operators, businesses, and professionals with:
Section 280E audits
Historical cannabis tax liabilities
IRS collections and enforcement matters
Revenue Officer investigations
Payroll tax disputes and Form 941 issues
Trust Fund Recovery Penalty matters
Offers in Compromise
Cannabis tax controversy and resolution strategy
Our team regularly works alongside CPAs, attorneys, and financial professionals, navigating complex cannabis tax matters.
Professional Consideration
Current discussions surrounding cannabis rescheduling remain important; however, existing guidance suggests changes would generally apply prospectively and may not eliminate historical liabilities assessed under Section 280E.
Cannabis businesses with existing assessments should continue planning around current obligations and resolution strategies.