Selling on Overstock in 2026: Is it open, how the supplier model works, platform comparison, sales tax, entity choice and tax planning
Overstock is still selling: its site became Bed Bath & Beyond in 2023 and relaunched as an off-price site in 2024. It mainly works on a supplier (partner) model, where the platform buys your goods and resells them, collects sales tax from customers and usually doesn't issue you a Form 1099-K. Decide your entity and give the platform the right W-9 or W-8 before you onboard.
- 75%
- Year-over-year growth in Overstock.com revenue in Q3 2026, per the parent company's November 5, 2026 earnings release; the site is active but far smaller than at its peak
- $25,000
- The starting penalty for each missed Form 5472, for foreign-owned single-member LLCs and U.S. corporations 25% or more foreign-owned, per year
- 60 months
- After an LLC changes its tax classification on Form 8832, it generally can't change again for 60 months (Reg. §301.7701-3(c)(1)(iv)); an initial election effective on formation doesn't count
- 21%
- The federal corporate rate; dividends to foreign shareholders are withheld at 30%, generally 10% for Chinese residents under the U.S.–China treaty
At a glance
- Overstock changed names several times, but the site kept selling. On August 1, 2023, overstock.com became bedbathandbeyond.com. Overstock announced its return in March 2024 and held a "grand reopening" that July, focused on deals, closeouts and factory-direct goods. The parent renamed itself Bed Bath & Beyond, Inc. in 2025 and Neighborhood Intelligence, Inc. (NXH) in August 2026.
- It's mainly a supplier model, not an Amazon-style marketplace. The annual report says the vast majority of orders are fulfilled by "partners" (manufacturers, distributors and suppliers). The platform is the seller to the customer, records the full sale, collects sales tax and pays you on payment terms. A help page mentions approved third-party marketplace sellers, but there's no public application or fee schedule for that.
- Where to apply and what's required. The "Sell Your Products" link on overstock.com goes to Bed Bath & Beyond's partner page, which as of November 2026 accepts only home-goods categories. Fees, payment terms, whether non-U.S. companies can sign and whether you need a U.S. warehouse aren't published; confirm them in the contract.
- For tax purposes you're a wholesaler. Your sale to the platform is a sale for resale, so collect its resale certificate. Wherever your inventory sits (your own warehouse, a 3PL or a platform-managed warehouse), you have a presence in that state. The supplier model usually means no 1099-K, but the income is still reportable.
- Choose your entity before onboarding. A foreign-owned single-member LLC gives the owner's W-8, not a W-9, and files a pro forma 1120 with Form 5472 every year. After a Form 8832 C corporation election, it gives a W-9 and files Form 1120, and generally can't change for 60 months. Prices between a Chinese factory and its U.S. company must be arm's length (§482), and inventory cost generally can't exceed customs value (§1059A).
What's going on with Overstock, and can you still sell there?
Yes. Overstock.com is operating, and its Q3 2026 revenue grew 75% year over year. But it did disappear for a while: the site became Bed Bath & Beyond in 2023 and only came back as an off-price site in 2024, and the parent company changed its name in 2023, 2025 and 2026. Today Overstock is a discount home brand within the parent's portfolio, and suppliers come in through the parent's shared partner program.
Description: Events in date order, with what each one means for a seller thinking about Overstock. Based on the parent company's SEC filings and press releases.
| Date | What happened | What it means for sellers |
|---|---|---|
| June 28, 2023 | Overstock.com, Inc. bought the Bed Bath & Beyond brand and IP | One company, one supplier channel for both brands |
| August 1, 2023 | The U.S. site overstock.com became bedbathandbeyond.com | The Overstock brand went dark; goods sold under Bed Bath & Beyond |
| November 6, 2023 | Company renamed Beyond, Inc. (ticker BYON) | Contract and payer names may change |
| March 28, 2024 | "Overstock.com is Back" announced | The Overstock brand returns |
| July 2024 | Overstock "grand reopening," adding closeouts, factory-direct and reverse-logistics goods | Repositioned as off-price and closeout |
| August 18, 2025 | Company renamed Bed Bath & Beyond, Inc. (ticker BBBY) | Check the company name on payments and resale certificates |
| April and July 2026 | Acquired Kirkland's (The Brand House Collective) and The Container Store | The parent now has stores and its own inventory |
| August 2026 | Company renamed Neighborhood Intelligence, Inc.; trades on Nasdaq as NXH from August 17 | Overstock remains a portfolio brand |
| November 5, 2026 | Q3 results: Overstock.com revenue up 75% year over year | Growing, but the parent is still losing money and raising capital, so contract terms may change |
- Positioning. The parent's 2025 annual report describes the Overstock brand as offering a wide range of quality goods at discounted prices to deal-seeking online shoppers. The closeout, factory-direct and returned-goods categories added at the 2024 reopening are exactly the outlet factories and brands use for excess inventory.
- Where the goods come from. The annual report says the company and its suppliers source a large percentage of products from China. That's an opening for Chinese factories, and it also means tariffs and trade policy hit the platform and you directly.
- The parent's finances. Operating cash flow was negative for the first nine months of 2026, and the company raised about $45.5 million in a registered direct offering in October. With long payment terms and a cash-strapped buyer, your receivable is your risk, so read the payment terms before you sign.
- Why this page says "Overstock." Sellers search for Overstock, but the application page, the contracting entity and the payer may all say Bed Bath & Beyond or the parent's name. Go by the contract.
How can you sell on Overstock? Supplier vs. marketplace seller
Mostly through the supplier (partner) model: you sell goods to the platform, and the platform sells them to customers. The platform is the seller, collects payment and sales tax, handles customer service and pays you a wholesale price on terms. A help page also mentions "approved 3rd party sellers," but the annual report calls marketplace-type services not significant to revenue, and there's no public marketplace application or fee schedule. Check which role your contract gives you.
| Supplier (partner) model | Marketplace seller model | |
|---|---|---|
| Seller to the customer | The platform | You |
| Your revenue | The wholesale price you sell to the platform at | The retail price the customer pays, less commission |
| Who sets the retail price | Generally the platform | Generally you |
| Sales tax | The platform collects from customers; your sale to it is for resale, so you collect a resale certificate | The platform collects and remits as a marketplace facilitator |
| Form 1099-K | Generally none | Issued if you meet the threshold |
| Inventory | Drop-ship from your own warehouse or a 3PL, or store it in a platform-managed warehouse where it stays yours | Generally you ship |
| Customer service and returns | The platform faces the customer and settles with you under the contract | The help page says the marketplace seller handles them |
- What the annual report says. The vast majority of retail transactions are fulfilled through the partner network; the company's warehouses "primarily handle orders from our partners' owned inventory"; partners get marketing, fulfillment, customer service and returns handling.
- How revenue is booked. The platform recognizes revenue when goods are delivered and presents revenue net of sales taxes, which tells you it's the seller to the customer and collects the sales tax itself.
- Payment. The annual report says payment terms with partners generally run longer than the time it takes the platform to collect from customers. In other words, the platform has the customer's money before it pays you.
What does Overstock require? Fees, shipping, payment and returns
Only a few things are published: home-goods categories only; the team reviews your assortment, pricing and operational capabilities and responds within a few weeks; then you build SKUs and manage orders and fulfillment on the partner platform. Fees or commissions, payment terms, whether non-U.S. companies can sign and whether you need a U.S. warehouse aren't published. The table separates what's official, what third parties say and what to confirm in the contract. Don't treat a third-party guide as platform policy.
Description: Each row is an onboarding item, what can be confirmed today and its source, and the question to ask before signing.
| Item | What can be confirmed | Ask before signing |
|---|---|---|
| Where to apply | Official: the "Sell Your Products" footer link on overstock.com goes to bedbathandbeyond.com/partner, with an online form | Which company is the contracting party |
| Categories | Official: home goods only (bedding, bath, kitchen, decor, furniture, outdoor) | Is your category in scope |
| Review | Official: assortment, pricing and operational capabilities; response within a few weeks | Which documents they want (formation papers, tax returns, insurance) |
| Systems | Annual report: the Supplier Oasis partner platform manages products, inventory and multichannel fulfillment; third-party software vendors offer API or EDI connections | Which integration you'll use |
| Pricing and fees | Official: "competitive payment terms" and paid CO-OP ad placements; no public commission or fee schedule | How you quote wholesale cost; any platform fees, ad fees, deductions |
| Fulfillment | Official: fast freight and consignment services; third-party guides mention U.S. drop-shipping and processing orders within one business day | Drop-ship or platform-managed warehouse, and in which state |
| Who can apply | Not stated whether non-U.S. companies can sign; third-party guides mention a U.S. warehouse | Can a foreign company sign directly, or do you need a U.S. company |
| Product compliance | Annual report: the company relies on suppliers' representations on product safety, labeling and compliance | Product liability insurance, test reports |
| Returns | Standard customer return policy; the platform offers returns handling | Who bears return and damage costs, and how they're deducted |
- Who should sign. The site doesn't say only U.S. companies can apply, but payments, tax forms, insurance and warehousing all happen in the U.S., so signing through a U.S. company is usually smoothest. Which kind of company is covered below.
- Product liability. The platform puts product safety, labeling and compliance on the supplier. Build testing and insurance for furniture, children's products and electrical goods into your price before you quote.
- Payment terms are a risk. Terms longer than the platform's collection cycle make your goods a receivable. Reconcile monthly and chase late payments.
How does Overstock compare with Walmart, Amazon, Wayfair, Etsy and TikTok Shop?
The biggest difference is who the seller is. Overstock and Wayfair mainly buy from suppliers, set the retail price and collect sales tax themselves. Walmart, Amazon, Etsy and TikTok Shop are marketplaces: you're the seller, the platform collects sales tax as a marketplace facilitator, takes a commission and issues a 1099-K if you meet the threshold. That one difference drives your sales tax, 1099 and bookkeeping.
Description: One row per platform, comparing the main model, who collects sales tax, whether you get a 1099-K, the main fees and who it suits. Check each platform's site for current fees; they change often.
| Platform | Main model (who's the seller) | Sales tax | Form 1099-K | Main fees | Suits |
|---|---|---|---|---|---|
| Overstock | Mainly supplier; the platform is the seller | Platform collects from customers; you collect a resale certificate | Generally none under the supplier model | No public fee schedule; you supply at wholesale cost, CO-OP ads extra | Off-price, closeout and factory-direct home goods |
| Walmart Marketplace | Marketplace; you're the seller | Walmart collects | Yes for W-9 sellers over the threshold | No setup or monthly fee; referral fee by category: home 15%, furniture 15% up to $200 and 10% above | Established sellers with U.S. stock or WFS |
| Amazon | Marketplace; you're the seller | Amazon collects | Yes for W-9 sellers over the threshold | Professional plan $39.99/month; most referral fees 8%–15%, furniture 15% up to $200 and 10% above | Most sellers; FBA logistics |
| Wayfair | Supplier; Wayfair is the seller | Wayfair collects from customers; you collect a resale certificate | Generally none | You quote wholesale cost; Wayfair sets the retail price | Furniture and home brands and factories |
| Etsy | Marketplace; you're the seller | Etsy collects | Yes for W-9 sellers over the threshold | $0.20 listing fee; 6.5% transaction fee; U.S. payment processing 3% + $0.25 | Handmade, vintage and craft supplies |
| TikTok Shop | Marketplace; you're the seller | TikTok collects | Yes for W-9 sellers over the threshold | Official rate table (May 2026) shows 6% for most categories; reports of an increase from August 2026; creator commissions extra | Products that sell through short video and live streams |
- 1099-K threshold. For marketplaces the federal threshold is more than $20,000 and more than 200 transactions in a year; some states are lower (see our guide at yclcpa.com/1099k).
- Walmart and Wayfair. Entity choice, W-9 and W-8 for Walmart sellers are at yclcpa.com/walmart; Wayfair's wholesale model and CastleGate warehouses are at yclcpa.com/wayfair. Overstock's tax treatment is closest to Wayfair's.
- Amazon and TikTok. State taxes and tariffs from FBA inventory are at yclcpa.com/fba; TikTok Shop U.S. store setup is at yclcpa.com/tiktok.
- How to choose. Bulky furniture, end-of-season stock and factory overruns fit supplier channels like Overstock and Wayfair. If you want to set your own prices and build a brand, use a marketplace. Many sellers run several platforms through one U.S. company and keep the books by channel.
What's the opportunity for cross-border sellers and Chinese factories, and what should they watch?
The opportunity is inventory. Overstock's reopening leaned into closeouts, factory-direct and returned goods, so factory overruns, past-season styles and container loads of furniture can move through it while the platform handles the storefront, customer service and payment. The catch: you generally need to ship within the U.S., and who imports, what the duties are and which state holds the goods all turn into your costs and taxes.
- Who's the importer. If your U.S. company is the importer of record, the duties are in its name and go into inventory cost. Under DDP terms, the Chinese factory or forwarder is the importer and the duties are theirs. Capitalizing duties, IEEPA refunds and the suspended $800 de minimis rule are covered at yclcpa.com/fba.
- Where the goods sit. Your own warehouse, a 3PL or a platform-managed warehouse: whichever state holds the goods, you have nexus there. The platform's warehouse locations aren't necessarily public, so ask when you sign.
- Price the whole cost. Your wholesale price has to cover factory cost, ocean freight, duties, customs brokerage, storage, last-mile shipping (usually yours when you drop-ship), returns and deductions, and CO-OP advertising. A simple markup on factory cost can lose money on every order.
- Product compliance. Furniture flammability and formaldehyde rules, children's product testing and electrical certifications are on you, and the contract lets the platform come back to you if something goes wrong.
Who's the seller when you supply Overstock? Sales tax, resale certificates and inventory nexus
Under the supplier model, the platform is the retailer and collects sales tax from the customer. Your sale to the platform is wholesale, so collect a signed resale certificate from it; without one, the sale may be treated as a taxable retail sale. You have a physical presence in the state where your warehouse or inventory sits and may need to register there. In states like North Carolina, wholesale merchants must register before doing business.
- Resale certificates. Get them from the platform's purchasing entity: a state's own form, the Multistate Tax Commission (MTC) Uniform Sales & Use Tax Resale Certificate or the Streamlined Sales Tax (SST) Certificate of Exemption. Not every state accepts the multistate forms, so check each state you ship into. The company name on the certificate should match the contract and the payer (the parent has changed names).
- Drop shipments. When you ship directly to the customer, the state looks at your sale to the platform. If you have nexus in the customer's state and can't produce a valid resale certificate from the platform, that state may assess you.
- Registration. Register where you have a warehouse, employees or inventory, as each state requires. North Carolina law (G.S. 105-164.29) requires both retailers and wholesale merchants to get a certificate of registration before doing business (North Carolina rules: yclcpa.com/salestax).
- Marketplace channels alongside. As a marketplace seller on Walmart or Amazon, the platform collects sales tax; your own website is yours to handle (see yclcpa.com/stripetax). Reconcile each channel separately.
- State income and franchise taxes. In-state inventory generally takes you outside P.L. 86-272, which also doesn't apply to gross receipts taxes like the Texas franchise tax or Washington B&O. State details are at yclcpa.com/fba.
Will you get a 1099-K from Overstock? How to keep the books
Under the supplier model the platform buys from you, so it generally doesn't issue a 1099-K, and there's no 1099-NEC because buying goods isn't paying for services. Either way you report all of it: every wholesale sale to the platform is income. Tie your books to the platform's purchase orders and remittance details, and book deductions, returns and advertising separately.
- Revenue. Book the wholesale price you sell at, not the retail price on the site. Amounts shipped but unpaid at year-end are receivables; on the accrual method they're this year's income.
- Chargebacks. Retailers often deduct fines for late shipments, labeling errors or missing paperwork, plus returns, damage and price allowances. Book these as reductions of revenue or as expenses. Booking only the net cash received as revenue throws off revenue, cost and reconciliation.
- CO-OP advertising. Ad fees paid to the platform are current expenses; if they're netted out of remittances, gross them back up.
- Consigned inventory. Goods in a platform-managed warehouse are still yours until sold and belong in year-end inventory.
- Inventory cost. Factory price, inbound freight, duties and brokerage go into inventory and are deducted as goods sell (the method is at yclcpa.com/fba).
- If your contract makes you a marketplace seller. The platform collects sales tax as a facilitator and issues a 1099-K above the federal threshold (more than $20,000 and more than 200 transactions); reconcile it the way we explain at yclcpa.com/1099k.
How do U.S. owners supplying Overstock pay income tax, and which entity fits?
The same as other e-commerce sellers: a sole proprietor or single-member LLC files Schedule C and pays self-employment tax; with steady, higher profit, an S corporation election lets you take a reasonable salary and avoid self-employment tax on the rest; to retain profit or bring in investors, look at a C corporation. The supplier model's long payment terms and heavy inventory make cash flow part of the decision.
- Single-member LLC or sole proprietor. Schedule C, with self-employment tax at 15.3% on 92.35% of net profit (Social Security portion capped at $184,500 in 2026). Qualifying owners can deduct 20% of qualified business income, which the 2025 law made permanent.
- S corporation. Form 1120-S, with a reasonable salary and payroll; foreign persons can't be shareholders (see yclcpa.com/scorp).
- C corporation. Form 1120 at a 21% federal rate; dividends are taxed again to shareholders (see yclcpa.com/ccorp).
- The full comparison. LLC vs. S vs. C is at yclcpa.com/entity; which state to form in is at yclcpa.com/llc.
Foreign owners: does your U.S. LLC give a W-9 or a W-8, and should it elect C corporation status (Form 8832)?
A single-member LLC owned by a foreign person that hasn't elected corporate status is a disregarded entity. It gives the platform the owner's W-8 (W-8BEN for an individual, W-8BEN-E for a company), not a W-9, even if the LLC has its own EIN, and it files a pro forma 1120 with Form 5472 every year. After a Form 8832 election to be taxed as a C corporation, the LLC is a U.S. corporation: it gives a W-9, files Form 1120 with Form 5472 and pays 21% federal tax, and generally can't change again for 60 months. This matches our Walmart and Wayfair guides (yclcpa.com/walmart, yclcpa.com/wayfair).
- Why decide before onboarding. The platform records whatever form you give it. If a foreign-owned single-member LLC gives a W-9, it's treated as a U.S. person; changing later means updating the platform, the bank and your filings.
- The risk of the default LLC. With goods in U.S. warehouses and people in the U.S. negotiating contracts or shipping, the foreign owner may be engaged in a U.S. trade or business, with profit that is effectively connected income (ECI), reportable on Form 1040-NR or 1120-F; a foreign corporation may also face branch profits tax. Income from selling inventory a Chinese factory produces itself is generally sourced where it's produced (IRC §863(b)), but sales through a U.S. office or other fixed place of business can still create ECI. Treaty owners also look at whether there's a permanent establishment. All of this depends on the facts.
- Electing C corporation status (Form 8832). The LLC pays its own tax: 21% federal plus state on profit kept in the company. Dividends to foreign shareholders are withheld at 30%, generally 10% for Chinese residents who give a W-8BEN or W-8BEN-E and qualify under the treaty. Shareholders generally don't file U.S. individual returns just because the company does business here.
- Timing the election. A Form 8832 election can be effective up to 75 days before filing or up to 12 months after. After a change in classification, you generally can't change again for 60 months; an initial election effective on formation doesn't count (see yclcpa.com/ccorp). You can also form a corporation (Inc.) from the start, which is a C corporation by default.
- Form 5472 either way. A foreign-owned single-member LLC files a pro forma 1120 with Form 5472; after a C election it files a regular 1120 with Form 5472. Each missed form carries a $25,000 penalty (see yclcpa.com/5472). Owners without an SSN who need an ITIN can apply through a CAA who verifies the passport (see yclcpa.com/itin).
Chinese factory plus U.S. company: how should goods be priced, and what gets reported?
When a U.S. company buys from its Chinese parent or an affiliated factory, the price must be arm's length, the price unrelated parties would agree to. The IRS can adjust it under IRC §482, and for goods imported from a related party, the tax cost of inventory generally can't exceed customs value (IRC §1059A). The price drives U.S. income tax, duties and Chinese tax at the same time, so all three need to line up.
- Price too high. U.S. profit shrinks and the IRS can raise it; the customs value is higher too, so you pay more duty.
- Price too low. The U.S. company reports more profit and pays more U.S. tax, and Chinese tax authorities may question the low export price.
- Documents to keep. Purchase contracts, the pricing method and comparables, invoices, customs entries and payment records. A small company doesn't always need a full transfer pricing study, but it should be able to show how the price was set. Penalties and contemporaneous documentation are covered at yclcpa.com/subsidiary.
- Report it on Form 5472. Purchases, loans and service fees between the U.S. company and foreign related parties are each reported by amount on Form 5472.
- Paying the parent. Payments for goods generally aren't subject to withholding; interest, royalties and dividends are withheld at 30% or the treaty rate, with a W-8BEN-E on file and Form 1042-S filed.
Which entity should supply Overstock? One table
Pick by the owner's tax status and where the profit goes. U.S. residents start with a simple LLC and consider an S corporation as profit grows. Foreign individuals and Chinese companies mostly use a C corporation (an Inc., or an LLC electing C on Form 8832), and some use the default single-member LLC. The table lays out the common cases.
Description: Each row is an owner situation, with the usual entity, the form you give the platform, the annual federal filings and what to watch. General patterns only; the right answer also depends on profit, state taxes and future plans.
| Owner situation | Usual entity | Give the platform | Annual federal filings | Watch out for |
|---|---|---|---|---|
| U.S. resident, starting out | Single-member LLC | W-9 | Schedule C plus self-employment tax | Long payment terms; plan cash flow |
| U.S. resident, steady higher profit | S corporation (or LLC electing S) | W-9 | Form 1120-S plus payroll | Foreign persons can't be shareholders |
| Foreign individual, small or testing | Foreign-owned single-member LLC (default) | Owner's W-8BEN | Pro forma 1120 + Form 5472; Form 1040-NR if there's ECI | U.S. inventory may create ECI; case by case |
| Foreign individual, long-term, profit kept in the U.S. | LLC electing C on Form 8832, or an Inc. | W-9 (company name) | Form 1120 + Form 5472, 21% | Generally locked for 60 months; dividends withheld at 30% or 10% by treaty |
| Chinese company investing in a U.S. subsidiary | C corporation | W-9 (company name) | Form 1120 + Form 5472 | Arm's length pricing under §482; customs value and cost consistent (§1059A) |
| Several partners, including foreign ones | Multi-member LLC (partnership) | W-9 (LLC name) | Form 1065 plus K-1s | Withholding on foreign partners' shares under §1446 |
Example: a Chinese furniture factory supplying Overstock through a U.S. company
Example (hypothetical numbers, to show the method): Ms. Zhang owns a furniture factory in Guangdong (a Chinese company). In 2026 the factory forms and wholly owns A Corp, a U.S. C corporation. A is the importer of record, ships side tables to a 3PL warehouse in Georgia and drop-ships them as an Overstock supplier. A imports 4,500 units during the year and sells 4,000 to the platform at a wholesale price of $90 each.
| Item | Amount | Notes |
|---|---|---|
| Wholesale sales to the platform | $360,000 | 4,000 units × $90; the retail price on the site is the platform's revenue, not A's |
| Less: returns and deductions | −$14,400 | Assumed 4% of sales, deducted from remittances |
| Net sales | $345,600 | |
| Purchases from the parent at $35 each | $157,500 | 4,500 units; priced from comparables and consistent with customs value |
| Ocean freight, duties (assumed 30%), brokerage | $67,500 | $18,000 + $47,250 + $2,250, capitalized into inventory |
| Total cost of goods received | $225,000 | $50 per unit |
| Less: ending inventory (500 × $50) | −$25,000 | In the Georgia warehouse |
| Cost of goods sold | $200,000 | 4,000 units × $50 |
| Last-mile shipping (drop-ship, paid by A) | −$60,000 | $15 per unit |
| 3PL storage and handling | −$16,000 | |
| CO-OP advertising | −$10,800 | 3% of sales |
| Insurance, bookkeeping, registered agent, etc. | −$10,000 | |
| Taxable income | $48,800 | |
| Federal income tax at 21% | $10,248 | State tax not included |
| After-tax profit | $38,552 | |
| If all of it is paid to the parent as a dividend: 10% withholding | $3,855 | With a W-8BEN-E and treaty eligibility; otherwise 30%, or $11,566 |
Two more points:
- What if the price were $55 a unit? Each unit costs $20 more, the customs value rises with it, and at 30% each unit carries another $6 of duty. Across 4,500 units that's about $27,000 more paid to Customs, in cash. A would show a loss and appear to owe no U.S. tax, but if $55 is above an arm's length price, the IRS can adjust it under §482 and may add penalties, while the factory's profit and Chinese tax go up. A higher price isn't automatically better.
- What A files. Form 1120 with Form 5472 (reporting $157,500 of purchases from the parent), Georgia sales tax registration and state tax, a review of any other inventory states such as Texas, and Form 1042-S when it pays a dividend. A won't get a 1099-K from Overstock; it reconciles income to the platform's remittances and purchase orders.
Which company and tax problems can you avoid by planning before onboarding?
Most problems come from opening first and fixing the entity later: the wrong tax form, an election made too late, no pricing policy, an unregistered warehouse state. Getting the order right before onboarding costs far less than changing records, filing late returns and paying penalties.
- Order of operations. Choose the entity (LLC, S or C, and whether to file Form 8832), then get the EIN, then open the U.S. bank account, and only then give the platform a W-9 or W-8. Do it out of order and the names and tax status won't match across the platform, bank and IRS.
- Formation state vs. operating states. An LLC formed in Wyoming or Delaware with a warehouse in Georgia or California may need to register as a foreign entity there and pay franchise or minimum taxes (California $800). See yclcpa.com/llc and yclcpa.com/annual.
- The parent's name changes. Recheck contracts, resale certificates, payer names and vendor tax forms after each rename.
- Several platforms, one company. Overstock and Wayfair wholesale income and Walmart or Amazon retail income go in one set of books by channel; their sales tax treatment differs, so don't mix them.
- Avoiding tax you don't owe. Capitalize the full inventory cost (duties, freight), book deductions and returns as reductions of revenue, record every qualifying expense, choose the right entity and make Form 8832 and S elections on time to avoid unnecessary self-employment tax and double taxation.
Key rules at a glance
| Item | Who / which form | Number / rule | Notes | Applies to |
|---|---|---|---|---|
| Overstock status | Parent: Neighborhood Intelligence, Inc. (NXH) | Q3 revenue +75% | November 5, 2026 release; site became Bed Bath & Beyond in 2023, relaunched 2024 | 2026 |
| Categories accepted | Partner application page | Home goods only | The "Sell Your Products" footer link on overstock.com goes to bedbathandbeyond.com/partner | Checked Nov 2026 |
| Platform model | 2025 Form 10-K | Mainly supplier | The platform is the seller and reports revenue net of sales tax; partner payment terms run longer than its collections | Current |
| Resale certificate | State forms, MTC, SST | Collect from the platform | Your sale is for resale; check each state you drop-ship into | Current |
| North Carolina registration | G.S. 105-164.29 | Wholesalers too | Certificate of registration before doing business | Current |
| Form 1099-K | Marketplaces | $20,000 and 200 | Generally none under the supplier model; income is still reportable | Current |
| Foreign-owned single-member LLC | Pro forma 1120 + Form 5472 | $25,000 | Gives the owner's W-8, not a W-9; penalty per missed form | Current |
| C corporation election | Form 8832 · Reg. §301.7701-3(c)(1)(iv) | 60 months | Generally no further change after a classification change; an initial election effective on formation doesn't count | Current |
| Corporate rate | Form 1120 | 21% | Federal; state tax separate | Current |
| Dividend withholding | Form 1042-S · U.S.–China treaty Art. 9 | 30% / 10% | Generally 10% with a W-8BEN or W-8BEN-E and treaty eligibility | Current |
| Related-party goods | IRC §482 · §1059A | Arm's length | Tax cost of imported inventory generally no more than customs value | Current |
| Self-employment tax | Schedule SE | 15.3% | On 92.35% of net profit; Social Security portion capped at $184,500 in 2026 | 2026 |
Common mistakes
"Overstock is like Amazon: the platform collects sales tax, so I have nothing to do."
Under the supplier model you're a wholesaler. Collect the platform's resale certificate, register where your warehouse or inventory is if required, and work out state income and franchise taxes yourself.
"No 1099-K means I don't report that income."
The supplier model usually means no 1099-K, but every wholesale sale to the platform is income. The IRS and states can trace it through the platform's purchase records and your bank deposits.
"My foreign-owned LLC has a U.S. EIN, so it gives a W-9."
A single-member LLC owned by a foreign person that hasn't elected corporate status is disregarded and gives the owner's W-8. Only an LLC that has elected C status on Form 8832, or a multi-member LLC, gives a W-9.
"The factory can set any price to the U.S. company, and a higher price saves U.S. tax."
Related-party prices must be arm's length, and the IRS can adjust them under §482. The tax cost of imported inventory generally can't exceed customs value (§1059A), and a higher declared value means more duty.
What should I do in my situation?
Start with whether you're a U.S. or foreign owner, where the goods come from and where they're stored, and whether your contract is a supplier or marketplace agreement. Then find your situation below.
- Situation A: a U.S. resident with your own warehouse who wants to supply Overstock. Start with a single-member LLC and give a W-9. Register for sales tax in your warehouse state, collect the platform's resale certificate, and reconcile income to wholesale prices and deductions line by line.
- Situation B: already selling on Walmart or Amazon and adding Overstock. The same company works. Keep marketplace retail income and Overstock wholesale income in separate channels, since sales tax works differently, and review your inventory states together.
- Situation C: a foreign individual who wants to test the waters. The default single-member LLC can work: give the owner's W-8BEN and file a pro forma 1120 with Form 5472 every year. U.S. warehouses and U.S. staff may create ECI, so evaluate that before deciding on Form 8832.
- Situation D: a foreign individual planning to stay long term and keep profit in the U.S. Form an Inc., or have the LLC elect C status on Form 8832, give a W-9, and file Form 1120 with Form 5472. Mind the 60-month rule; dividends are withheld at 10% under the treaty if you qualify.
- Situation E: a Chinese factory investing in a U.S. subsidiary. The subsidiary is the importer, buys from the factory at a price supported by comparables, and keeps customs value and inventory cost consistent. Report related-party transactions on Form 5472; duties and refunds are covered at yclcpa.com/fba.
- Situation F: your contract says you're a marketplace seller. The platform collects sales tax and issues a 1099-K over the threshold. Reconcile it as explained at yclcpa.com/1099k: you're the seller, so book gross retail sales and expense the commissions.
Get the company and taxes right before you onboard
We've prepared taxes for e-commerce sellers for many years, across Amazon, Walmart, TikTok Shop and Shopify, and supplier channels like Overstock and Wayfair. The hard part of a supplier model isn't the platform; it's the decisions before onboarding: which entity signs, whether you give a W-9 or W-8, whether to elect C corporation status, who imports, how goods are priced and which state holds them. Get those right and the books and returns every year are straightforward. We aren't an Overstock partner; the commercial terms are whatever your contract with the platform says.
- Big Four background, 15+ years in U.S. tax, 10 years of U.S.–China cross-border work, credentialed as CPA, EA and CAA
- Entity choice before onboarding: LLC, S or C corporation, W-9 or W-8, and whether and when to file Form 8832
- Form 1120 and pro forma 1120 with Form 5472 for foreign-owned companies, related-party pricing and documentation, and ITINs through our CAA
- Sales tax registration and resale certificates, plus books built from platform remittances, deductions and inventory; complex cases can book a paid in-depth consultation (yclcpa.com/advisory)
How it works
- 1
Free assessment
A free 15-minute call about your residency, sourcing, warehouse location and the platforms you want to sell on.
- 2
Plan
We settle the entity, whether to file Form 8832, the platform tax form, the importer of record and pricing; cases that need detailed modeling go to a paid in-depth consultation.
- 3
Formation and registration
We form the company, get the EIN and ITIN, file Form 8832, register for sales tax and prepare resale certificates and the tax documents onboarding asks for.
- 4
Books and filing
Monthly books from platform remittances, deductions, inventory and customs entries; each year Form 1120, Form 5472 or your individual return, plus state taxes.
FAQ
Can you still sell on Overstock?
Yes. As of November 2026 overstock.com is operating, and the parent's Q3 2026 results show Overstock.com revenue up 75% year over year. The "Sell Your Products" link in the site footer goes to Bed Bath & Beyond's partner application, which currently accepts only home-goods categories. Fees, payment terms and whether non-U.S. companies can sign aren't published; confirm them during review and in the contract.
Do I charge sales tax when I supply Overstock?
Generally not to the platform under the supplier model. The platform is the retailer and collects sales tax from customers; your sale to it is for resale, so collect its signed resale certificate. Without a valid certificate, a state may treat your sale as a taxable retail sale. You may need to register where your warehouse or inventory sits, and North Carolina requires wholesale merchants to register before doing business.
Will Overstock send me a Form 1099-K?
Generally not under the supplier model, because the platform buys from you rather than collecting payments for you. The income is still reportable: book the wholesale price as revenue and record returns, deductions and CO-OP advertising separately. If your contract makes you a marketplace seller, the platform issues a 1099-K when payments exceed $20,000 and 200 transactions in a year.
Does a foreign-owned single-member LLC supplying Overstock give a W-9 or a W-8, and should it elect C corporation status?
Without a corporate election the LLC is disregarded, so it gives the owner's W-8BEN or W-8BEN-E, not a W-9, and files a pro forma 1120 with Form 5472 every year. After a Form 8832 C corporation election, it gives a W-9, files Form 1120 with Form 5472 and pays 21% federal tax, and generally can't change for 60 months. Whether to elect depends on the ECI risk from U.S. inventory, where profit goes and dividend plans.
Can YCL help me set up my company and taxes before onboarding with Overstock?
Yes. YCL CPA (yclcpa.com) has prepared taxes for e-commerce sellers for many years. Before onboarding we help you choose the entity, decide between a W-9 and a W-8 and whether to file Form 8832, form the company and get the EIN, and handle ITINs through our CAA. After that we register for sales tax, prepare resale certificates, set related-party pricing, keep the books monthly and file Form 1120 and Form 5472 each year. Complex cases can book a paid in-depth consultation (yclcpa.com/advisory). Results depend on your facts and on the IRS and state rules. Start with a free 15-minute call.
Related guides
- Business & Self-EmployedWhat taxes do Amazon FBA sellers owe? Inventory states, sales tax, franchise tax, inventory costs and tariffs
- Cross-BorderOpening a TikTok Shop U.S. store: store types, onboarding documents, company setup and tax compliance (2026)
- Cross-BorderDoes a foreign-owned U.S. LLC file Form 5472? How to prepare and send the pro forma 1120, and what happens if you don't
Sources
- Bed Bath & Beyond, Inc. (now Neighborhood Intelligence, Inc.): Form 10-K for 2025 (filed February 24, 2026): Item 1 business, partners and Supplier Oasis; revenue recognition (net of sales taxes); liquidity (partner payment terms)
- Neighborhood Intelligence, Inc.: Form 10-Q for Q3 2026 (filed November 5, 2026); Q3 2026 earnings release (November 5, 2026; Overstock.com up 75%)
- Overstock.com, Inc.: name change to Beyond, Inc. press release (November 2023, including the June 28, 2023 brand acquisition and the August 1, 2023 site rename); Business Wire, "Overstock.com is Back" (March 28, 2024) and grand reopening announcement (July 2024)
- overstock.com site footer; bedbathandbeyond.com/partner application page; "Overstock.com: Marketplace Information" help page (all checked November 9, 2026)
- North Carolina G.S. 105-164.29 (certificate of registration); Multistate Tax Commission: Uniform Sales & Use Tax Resale Certificate; Streamlined Sales Tax: Certificate of Exemption
- IRS: Instructions for Form 8832 (Rev. December 2013); Treas. Reg. §301.7701-3; Instructions for Form W-9 (Rev. March 2024); Instructions for Form W-8BEN-E; Instructions for Form 5472; Publication 515; Publication 519
- IRC §§482, 863(b), 864(c), 884, 1059A, 1446; U.S.–China income tax treaty, Article 5 (permanent establishment) and Article 9 (dividends)
- Platform fees: Walmart Marketplace Referral Fees; Amazon selling plans and fees (sell.amazon.com/pricing); Etsy Fees & Payments Policy; TikTok Shop U.S. category referral fee table (May 2026); Wayfair Partner Home (sell.wayfair.com) (all checked November 9, 2026)
Want to supply Overstock but not sure which company or tax form to use?
Book a free 15-minute call. A CPA will look at your residency, sourcing, warehouse location and platform contract and tell you which entity to use, whether to give a W-9 or W-8 and whether a C corporation election makes sense, with no fee and no sales pitch.
