Buying, Selling, Real Estate, and Entity Cleanups
Transactions and repairs are the moments when structure and records are tested. A buyer reads your books. A lender asks for your operating agreement. A new partner needs a basis figure. An IRS notice reveals that an election was never accepted. This hub covers those moments: getting into and out of ownership, holding real estate, and fixing what has drifted.
For deals, begin with asset vs stock purchases, because structure drives price, taxes, and risk. The sell-side view is in selling a business: tax basics, and two follow-on guides cover the mechanics: purchase price allocation and earnouts and seller financing. Buyers should use the due diligence checklist, and founders of growth-oriented C-corporations should read QSBS basics, with the caveat that the rules recently changed. Ownership changes short of a sale are covered in adding or removing an owner.
Real estate deserves its own treatment because holding it inside the wrong entity can be costly. Real estate in an LLC or personal name covers the liability, financing, and tax trade-offs, and owning your building in a separate LLC shows the common owner-occupied structure.
Cleanups are the third theme. The entity cleanup guide provides a method: inventory the filings, compare them with reality, prioritize repairs. The guide on catching up on books and returns covers backlog recovery, and dissolving an LLC explains how to close an entity properly.
Whatever your situation, early preparation changes outcomes. Sellers who clean up years before a deal receive better terms, and owners who fix records before a notice arrives have more options. The formation and governance hub covers the record-keeping habits that make all of this easier.
All 12 guides in this topic
- Buying a Business: Asset Purchase vs Stock or Equity PurchaseHow asset deals and stock or membership interest deals differ for buyers and sellers, including tax basis step-up, liabilities, contracts, licenses, and when elections like 338(h)(10) change the picture.
- Selling Your Business: Tax Basics for Owners of Small CompaniesHow the sale of a small business is taxed, including capital gain versus ordinary income, depreciation recapture, installment sales, purchase price allocation, and steps to prepare years before selling.
- Purchase Price Allocation in a Business Sale: Classes, Form 8594, and Why It MattersHow buyers and sellers allocate the price among assets in an asset deal, the seven asset classes, residual method, tax effects on each party, and how Form 8594 reporting works.
- Earnouts and Seller Financing: Structuring Deferred Payments in a Business SaleHow earnouts and seller notes work in small business sales, their tax treatment, common terms, risks for buyers and sellers, and drafting points that prevent disputes.
- Due Diligence Checklist for Buying a Small Business: Financial, Tax, Legal, and OperationalA practical due diligence checklist for buyers of small businesses covering financial statements, tax filings, entity records, contracts, employees, and red flags to test before closing.
- Qualified Small Business Stock (QSBS) Basics: Section 1202 for Founders and Early InvestorsA hedged overview of Section 1202 qualified small business stock, including C-corporation requirements, holding periods, exclusion limits, recent legislative changes, and planning cautions.
- Adding or Removing an Owner: Tax and Structural Consequences for LLCs and S-CorpsWhat happens for tax and legal purposes when a business brings in a new owner, buys one out, or has an owner leave, including partnership technical termination issues, S-corp allocation rules, and documentation.
- Real Estate in an LLC or Your Personal Name? Liability, Financing, Taxes, and CostsA balanced look at holding rental and investment real estate in an LLC versus personal ownership, covering liability, lenders and due-on-sale clauses, title insurance, taxes, and why not to hold property in an S-corp.
- Owning Your Business Building Through a Separate LLC: Lease Terms, Taxes, and TrapsHow to structure ownership of the building your business occupies through a separate property LLC, including a written lease at market rent, self-rental rules, financing, and exit considerations.
- Entity Cleanup Guide: Fixing Mismatched Elections, Missing Records, and Tangled StructuresA structured approach to cleaning up small business entities, including inventory of filings, verifying elections, reconciling books, fixing ownership records, and prioritizing repairs.
- Catching Up on Unfiled Returns and Behind Bookkeeping: A Practical Recovery PlanHow to approach years of unfiled tax returns and unreconciled books, including gathering records, reconstructing income, prioritizing filings, dealing with notices, and building habits to stay current.
- How to Dissolve an LLC or Close a Business Properly: Filings, Taxes, and Final StepsA step-by-step process for winding up and dissolving an LLC or corporation, including member approval, creditors, final returns, payroll and sales tax closing, asset distribution, and state filings.
Not sure where to start? Browse the FAQ, look up terms in the glossary, or see the other topic hubs.