Two moments decide most of your tax outcome as a buyer: how the acquisition is structured at signing, and how the business is set up in your first year of ownership. We handle both, as a CPA team that knows acquisitions and tax inside and out.
Structure the deal during the deal. Set up for savings in year one. Keep them compounding every year after.
Asset deal or stock deal. LLC or S-Corp. F-reorg or rollover equity. These decisions can swing your tax outcome by six figures, and most of them can’t be changed after signi
We model both paths against your deal so you know exactly what each structure costs you (and the seller) before the purchase agreement is drafted.
The right acquiring entity, set up before close: LLC, S-Corp election, or an F-reorganization when rollover equity is on the table.
How the price is allocated across working capital, fixed assets, intangibles, and goodwill drives your depreciation and tax basis for years. We negotiate it into the deal, not after it.
8594s, K-1s, and every filing tied back to the deal itself, so the return reflects the structure you paid to get.
Your first year of ownership is your biggest tax-planning window. Depreciation elections on everything you just bought, your S-Corp salary, your accounting methods: most of these are decided once, in year one, and pay off (or cost you) every year after.
Bonus depreciation, Section 179, and cost segregation on the assets in your purchase price allocation. Done right, year one's write-offs can shelter a large share of your first-year income.
When (and whether) to elect S-Corp status, and the reasonable-salary planning that goes with it, so owner comp, distributions, and payroll tax are set up to save from the first payroll run.
Year one cash is unusual: debt service, deferred write-offs, seller-era run rates. We set estimates from your real numbers so you're not overpaying the IRS while servicing an SBA loan.
Acquisition costs, loan interest, startup and organizational expenses, home office, vehicle, retirement plans. We comb through the first-year picture so nothing gets left on the table.
Most CPAs know tax. Very few have structured deals, bought a business themselves, and run it after close. Founder Darin Pierson has done all three, so the structuring, the year-one setup, and every return after are handled by one team with one picture of your deal.
Where you are in the deal, how it's financed, and what's already been signed. Timing determines what's still changeable.
We model the tax outcome of each viable structure and hand you the numbers to take into negotiation.
Entity formation, elections, and allocation language coordinated with your attorney before the closing date.
After close: depreciation elections, S-Corp comp, estimates, and year-round planning, so the savings compound instead of expiring.
The same team verifying the earnings should be modeling the structure. Pair acquisition tax work with our financial due diligence for one picture of the deal.
Usually an asset deal: you get a stepped-up basis and depreciation on what you bought. But SBA terms, licenses, contracts, and the seller’s tax position all pull on the answer. We model both against your actual deal instead of defaulting.
Before the LOI is signed, ideally. Structure terms often get sketched into the LOI, and re-trading structure later is much harder than re-trading price.
PPA is how the purchase price gets split across asset categories. It sets your depreciation, amortization, and tax basis for years. It’s one of the highest-ROI advisory items in the deal, and both sides must report it consistently on Form 8594.
Usually depreciation on acquired assets (bonus, 179, cost segregation), the S-Corp election with proper salary planning, deducting acquisition and loan costs correctly, and estimates set from real first-year cash instead of the seller’s history. Together they routinely swing five figures or more in year one.
Yes. For an owner-operator the business and personal picture is one picture, especially in year one when owner comp, distributions, and loan interest all interact. One team handles both so the story matches.
Book a free consult. If you’re mid-deal, bring the LOI; we’ll tell you what’s still on the table.
