How are business sales taxed?

Asset vs. stock sale, earn-out treatment, seller financing, and covenant-not-to-compete all affect your tax. We structure to minimize tax impact.

What's a 754 election and when should I make it?

A Section 754 election adjusts partnership basis for new partners, protecting you from inside buildup taxes. Must file within 30 days of audit notice.

How do I calculate gain on a business sale?

Sale price minus adjusted basis. But depreciation recapture, goodwill treatment, and working capital adjustments complicate the calculation. We do a full analysis.

What happens to my retirement plan in a sale?

If included in sale, you may owe taxes and penalties. If retained, you manage the plan separately. Planning before the sale matters enormously.

How does earnout income get taxed?

As ordinary income when paid, not capital gain. Contingent payments, timing, and whether you're an employee post-sale affect your taxes.

Retirement Planning & Exit/M&A Tax Strategy

Whether you are selling a business, navigating an M&A transaction, or planning for retirement, the tax implications of these events can define your financial future. AE Tax Advisors helps you structure these transitions to preserve maximum after-tax wealth.

What We Cover

Pre-sale tax structuring and entity reorganization
Asset vs. stock sale analysis and negotiation support
Section 1202 QSBS exclusion planning
Installment sale and seller financing tax optimization
Retirement income sequencing and bracket management
Roth conversion strategies during low-income transition years
Social Security timing optimization
Required Minimum Distribution (RMD) planning

Our Process

Exit Assessment

We review your business structure, valuation, and potential deal terms to identify tax planning opportunities.

Pre-Transaction Planning

We implement restructuring, elections, and timing strategies before the transaction closes.

Transaction Support

We coordinate with your M&A counsel and investment banker on tax-efficient deal structuring.

Post-Transaction Optimization

We manage installment income, reinvestment, and ongoing tax planning for your new financial reality.

Frequently Asked Questions

How far in advance should I plan for a business sale?

Ideally 2 to 3 years before a sale. Many of the most powerful tax strategies require advance setup and holding periods.

What is QSBS and could it apply to me?

Section 1202 Qualified Small Business Stock can exclude up to $10M or 10x your basis from federal capital gains tax. Eligibility depends on entity type, industry, and holding period.

Can I defer taxes on a business sale?

Yes, through installment sales, Opportunity Zone reinvestment, charitable planning, and other structures. We model the tradeoffs for your specific situation.

Ready to Get Started?

Schedule a complimentary consultation and discover how our retirement & exit / m&a tax strategy services can work for your situation.

Request Your Free Tax Assessment

Retirement & Exit / M&A Tax Strategy