Exit Planning & Corporate Transactions
Sell Smart. Keep More.

Ideally, 2-5 years before you plan to sell. Many of the most powerful tax strategies — QSBS qualification, entity restructuring, installment sale planning — require advance setup. If you wait until you have a buyer, many options are no longer available.

That said, even if you're already in negotiations, there are strategies we can implement quickly to improve your tax outcome.

Section 1202 allows founders and early investors in Qualified Small Business Stock to exclude up to $10 million (or 10x their basis) in capital gains from federal tax. For a founding team of two, that's potentially $20 million+ in tax-free gains.

QSBS has specific requirements: the company must be a C-Corp, under $50M in gross assets at issuance, and engaged in a qualifying active business. The stock must be held for more than 5 years. We verify eligibility and help structure transactions to maximize the exclusion.

Buyers prefer asset sales (they get a stepped-up basis). Sellers prefer stock sales (capital gains treatment). The optimal structure depends on entity type, asset composition, and negotiating leverage. In many cases, creative structures can give both parties what they want.

We model both scenarios and help negotiate deal terms that minimize your tax burden while keeping the transaction attractive to the buyer.

By spreading the gain recognition over multiple years, you can keep more income in lower tax brackets. For a business owner selling for $5M, the difference between recognizing all gain in one year vs. over five years can be hundreds of thousands in tax savings.

Installment sales also provide cash flow flexibility and can be combined with other strategies like opportunity zone investments for additional tax deferral.