Insights

An installment sale can defer some gain when the purchase price is paid over time, but it does not automatically defer every tax item or make the structure better for the seller. Payment terms, allocation, interest, and default protection still drive the real outcome.

Qualified small business stock can create a substantial federal tax benefit, but it is also easy to misread. Many QSBS problems start long before the sale closes and are only discovered when the planning window is already narrow.

Tax due diligence is not only a buyer-side exercise. Sellers should know where tax issues may affect valuation, deal structure, indemnity, escrow, or closing certainty before a buyer finds them first.

The tax result of a business sale often depends on whether the deal is structured as an asset sale or a stock sale. Buyers and sellers usually have different tax preferences, which means the structure itself becomes an economic negotiation.

The purchase price is only part of a business sale. The right deal team determines how much of that price a founder actually keeps after tax.

Earnout payments can be taxed very differently depending on how the deal is structured. Sellers should review the tax character, payment mechanics, and post-closing obligations before they agree to an earnout.