Learning Path 23
Selling or Passing On a Business
The whole arc of leaving: what buyers actually pay for and how to be worth it, running a real process, the money mechanics that quietly move the price after the headline is agreed, the tax structures that decide what you keep, and the succession route for owners who are handing the business on rather than selling it.
- Advanced
- ~15h estimated
- 17 modules
- 96 topics
Suggested before this path:
Why this path matters
An owner sells once. Nearly everything that decides the number — owner dependence, clean books, customer concentration, the entity you are in — has to be fixed two or three years before a buyer ever appears, and cannot be fixed during the deal.
What you will understand
- How structure shapes what you keep and what you risk.
- What the sale is worth after everything comes out of it.
- Handing it on without the tax bill deciding for you.
Modules in this path
Entity Types · Taxes & Entities
- Sole Proprietorships
- LLCs
- S Corporations
- C Corporations
- Partnerships
- Holding Companies
- Operating Companies
- IP Holding Companies
Company Architectures · Taxes & Entities
- Parent Companies
- Subsidiaries
- Series LLCs
- Taxable Income versus Cash Flow
- Payroll Taxes
- Self-employment Tax
- Sales Tax Nexus
- Economic Nexus
How Business Taxes Work · Taxes & Entities
- Resale Certificates
- Depreciation for Taxes
- Bonus Depreciation
- Section 179
- Cost Segregation
- Tax-loss Harvesting
- The Qualified Business Income Deduction
- Estimated Taxes
Deductions and Timing · Taxes & Entities
- Tax Reserves
- Deductions versus Personal Expenses
- Asset Protection
- Piercing the Corporate Veil
- Personal Guarantees and Entities
- Insurance as Legal Protection
- Entity Structure Early versus Later
- Employee versus Contractor
Protection and Strategy · Taxes & Entities
- Hiring Your First Employee
- Business Licenses and Permits
- Record Keeping and Clean Books
- The Business Tax Calendar
- Protecting Intellectual Property
- Deferred Taxes
- Research and Development Tax Credits
- 1031 Exchanges
Advanced Tax Positions · Taxes & Entities
- Purchase Price Allocation
- Net Operating Losses
- State Tax Apportionment
- Section 382 and the NOL Limitation
- SRLY Limits in a Consolidated Return
- GILTI, FDII, and Subpart F
- Check-the-box Elections and Hybrid Entities
- Debt-equity Characterisation Under Section 385
Where the Tax Code Gets Technical · Taxes & Entities
Deciding and Preparing · Selling a Business
- Deciding to Sell and the Alternatives
- What Buyers Actually Pay For
- Removing Owner Dependence Before a Sale
- Cleaning the Books Two Years Early
- Normalising Earnings From the Seller Side
Running the Process · Selling a Business
- Broker, Banker, or Direct
- The Teaser and the Confidential Information Memorandum
- A Limited Auction versus One Buyer
- Reading a Letter of Intent as the Seller
- Exclusivity and What It Costs You
Where the Price Leaks · Selling a Business
- Surviving Buy-side Diligence
- The Working-capital Peg and the True-up
- Escrow, Holdbacks, and Indemnity Baskets
- Representations and Warranties Insurance
- Rollover Equity and Staying in After You Sell
The Tax on the Way Out · Selling a Business
- Earn-outs From the Seller Side
- 338(h)(10) and Treating a Stock Sale as an Asset Sale
- F-reorganisations Before a Sale
- Installment Sale Treatment
- Stacking Qualified Small Business Stock
After the Signature · Selling a Business
- Non-competes and Transition Services
- Telling Your Team, Customers, and Suppliers
- When the Deal Dies and What It Cost
Choosing the Path · Succession & Estate
- Succession versus Sale
- Family Transitions That Work
- Management Buyouts
- Preparing the Next Generation
- Governance for a Family Business
Agreements That Hold · Succession & Estate
- Buy-sell Agreements That Are Actually Funded
- Key-person Insurance as a Deal Mechanism
- Buy-sell Agreements Binding for Estate Tax
- Life-insurance-funded Redemptions After Connelly
- Minority and Marketability Discounts
Valuing a Private Stake · Succession & Estate
- DLOM Models Compared
- Tax-affecting S-corporation Earnings in a Valuation
- Family Limited Partnership Discounts and the IRS Challenge
- Gifting Business Interests Over Time
- Chapter 14 and the Special Valuation Rules
Moving Ownership · Succession & Estate
- Estate Freezes and the Zeroed-out GRAT
- Intentionally Defective Grantor Trusts
- Self-cancelling Installment Notes
- Section 6166 Estate Tax Deferral
- Trusts That Hold Business Interests