Tax Strategy & Advisory for Buying or Selling a Business.

Buying or selling a business is a tax event, a financing decision, and a legacy milestone. Our firm ensures that the complexities of deal structure don't erode the value you've worked hard to build or the potential of your new acquisition.

Strategic Transition Services

We provide the technical depth required to navigate complex mergers, acquisitions, and divestitures.

Tax Strategy & Compliance

  • Proactive tax planning

  • Integrated business & personal strategy

  • Accurate, efficient filing

  • IRS & state representation

Client Accounting Services

  • Clean and reliable financials
  • Monthly customized reporting
  • Profitability & cash flow monitoring
  • Tax-aligned bookkeeping

Payroll & Compensation Planning

  • S-Corp compensation optimization
  • Payroll system setup & oversight
  • Payroll tax compliance

Business Structure & Growth Advisory

  • Entity selection & restructuring
  • Multi-entity optimization
  • Long-term growth & exit planning

Purchase & Sale Advisory

From initial LOI review to final closing documents, we analyze the tax implications of every clause. We work alongside your legal team to ensure that the purchase price negotiated is the purchase price you actually keep after Uncle Sam takes his cut.  The goal is to get the deal done in a way that works for best for you.

  • Asset vs stock sale

  • Purchase price allocation

  • Seller financing considerations
  • Buyer entity structure
  • Entity seletion
  • Owner compensation planning
  • post-close operations
  • Tax impact of debt service

Entity Structure After the Deal

Choosing between an S-Corp, C-Corp, or LLC after acquisition defines your future flexibility and tax burden.

Purchase Price Allocation Strategy

The allocation of the purchase price between assets, goodwill, and non-compete agreements is a zero-sum game between buyer and seller. We help you negotiate these values to maximize depreciation for buyers and capital gains treatment for sellers.

Asset

Step-up Basis

Stock

Continuity

SUCCESS STORY

Structuring a Practice Acquisition

THE CHALLENGE

A group of buyers was preparing to purchase an existing professional practice. The legal and financing pieces were moving forward, but several tax and transition issues remained
unresolved.  The seller preferred a structure that was more favorable for the seller but significantly less favorable for the buyers. The buyers also needed to determine how to handle the seller’s continued involvement after closing, including compensation and benefits, while still protecting the economics of the deal.

THE STRATEGY

We modeled the impact of the transaction structure, reviewed the purchase price allocation issues, analyzed the difference between an asset sale and stock sale, and helped the buyers evaluate how much additional value they could reasonably offer without giving up the tax benefit of the preferred structure.

THE OUTCOME

The result was a clearer negotiation position, better understanding of the after-tax economics, and a more practical path to closing.

Business Transition Consulting FAQ

It depends — but buyers often prefer asset purchases because they may create new depreciation and amortization deductions. 
Sellers may prefer stock sales because they can produce more favorable tax treatment and a cleaner exit. 
The right answer depends on the specific business, tax basis, deal terms, financing, and negotiating leverage. 
We model the impact before you agree to the structure.

Because the allocation determines how quickly the buyer can recover the purchase price through tax deductions and how the seller is taxed on the sale. 
Equipment, inventory, goodwill, and non-compete value are not treated the same. 
A small change in allocation can create a meaningful tax difference. 

Yes. 
We are not business brokers or valuation appraisers, but we help owners understand the tax and cash-flow side of the deal. 
That includes reviewing expected deductions, debt repayment, tax liability, owner compensation, and post-close operating cash flow. 
A deal that looks profitable on paper can feel very different after taxes, debt service, payroll, and working capital needs. 

Yes. 
Business transitions usually require coordination between legal, tax, financing, and operational advisors. 
We help translate tax and accounting issues so the full advisory team works from the same set of assumptions.

Yes. 
Seller-side planning may include reviewing the entity structure, gain characterization, installment sale treatment, allocation strategy, timing, retirement planning, and charitable or estate-planning opportunities. 
The earlier we are involved, the more planning options are usually available.

That depends on how profits will be shared. 
If owners will split profits strictly according to their ownership percentages, an S-Corporation may be attractive. 
If owners need flexibility to distribute profits differently, a partnership structure may be necessary — but that can create additional self-employment tax exposure. 
We help evaluate the tradeoff before the structure is set.

Yes. 
After closing, the accounting function needs to support the new business immediately. 
That may include: 

  • Setting up QuickBooks or other accounting software 

  • Building a useful chart of accounts 

  • Coordinating payroll 

  • Tracking loan payments correctly 

  • Setting up owner compensation 

  • Planning estimated taxes 

  • Preparing for year-end tax projections 

The first year after closing is when clean reporting matters most.

We work best with business owners and prospective owners who want to understand the transaction before signing. 
You may be: 

  • Buying your first business 

  • Selling a business you built 

  • Buying out a partner 

  • Adding a new owner 

  • Transitioning ownership to key employees 

  • Purchasing a professional practice 

  • Preparing for a future exit 

You focus on negotiating the right opportunity. 
We focus on the tax structure, financial clarity, and long-term consequences. 

If you are looking for someone to review documents after the deal is already closed, we may not be the right fit. Transition consulting is most valuable before the final terms are signed. Our role is proactive — helping you understand the tax and financial impact while there is still time to improve the outcome.

Ready to secure your transition?

Schedule a confidential introductory call to discuss your acquisition or exit strategy with our senior partners.