Family-owned contractors and commercial services firms building value over the next 5-10 years, not racing to close. We architect entity structure, ESOP paths, and installment design years before a buyer is at the table.
The four structural moves that compound across the exit window, engineered, documented, and stress-tested before any return is filed.
S-corp vs C-corp positioning, §1202 stock issuance, and pass-through cleanup, engineered 3 years out so the structure is in place when the LOI lands.
Spread recognition across years when the sale qualifies. Installment reporting under Section 453 can defer tax and change the year amounts are due. It does not, by itself, eliminate NIIT.
Certain engineering, design, process-development and technical experimentation activities may qualify. We identify and document qualifying activities before claiming the credit.
Job sites in 3 states means tax in 3 states. We map nexus, apportionment, and entity-level filing across every jurisdiction you touch.
Three years before the sale, we restructured entities, timed elections, and positioned the owner's real estate portfolio alongside the business exit. When the $30M offer came, every dollar moved through a structure that was already in place. “Three years of prep, and everyone came out ahead.”. General Contractor, Riverside County
See more results →If yours is not here, the Assessment answers it directly.
Three years is often the practical window. For stock acquired after July 4, 2025, federal QSBS currently uses a 3/4/5-year exclusion schedule, not a single five-year rule for every share. Entity restructuring can take 12-24 months to settle. Section 453 installment design needs to be in the deal documents before the LOI, not after.
Federal QSBS under Section 1202 can exclude gain on qualified C-corp stock. For stock acquired after July 4, 2025, the current federal framework is 50 percent after 3 years, 75 percent after 4 years, and 100 percent after 5 years, subject to a $15 million per-issuer limitation and a $75 million aggregate-assets test for stock issued after that date. Older stock follows the rules in effect at issuance. QSBS generally applies to a stock sale, not an asset sale. California does not conform. Most contractors are pass-throughs and need a conversion runway. We model both layers before anyone issues stock.
ESOPs are powerful for owners who don't need immediate liquidity. We've structured them to defer all federal capital gains under §1042, while preserving succession control. The trade-off is the portfolio income; we model it both ways.
30 minutes to find out which. If we find a clear opportunity, we'll show you exactly what it's worth.
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