WHAT WE DO

Sell Your Business. Keep What You Built.

Most business owners hand 30–50% of their sale proceeds to the IRS because they engaged a tax structure 90 days before close — instead of three years before. The right pre-sale architecture can cut that in half. We design the exit before the buyer shows up.

See what this means for you ↓

You spent 20 years building it. The IRS gets paid before you do.

A typical $5M business sale with no pre-sale planning: ordinary income tax on the goodwill portion, capital gains on the equity, state tax stacking on top, and depreciation recapture eating the rest. Owners who walk in cold can lose 35–50% of the sale proceeds to taxes — and most don't see it coming until the closing statement lands on their desk.

The system isn't broken. It's just not designed for you. The tax code rewards owners who structure 2–3 years before exit. CPAs who only look at the current year miss it. Brokers focused on closing the deal don't model your after-tax outcome. By the time you're 90 days from close, your options are 10% of what they were 18 months earlier.

We start before the buyer exists.

The best business exits are designed in three phases:

Phase 1 — Structure (24+ months out): Entity review (LLC vs S-Corp vs C-Corp), goodwill allocation prep, owner compensation strategy, and pre-sale wealth shelters (charitable structures, QOZ investing, installment sale architecture). What you do here determines what's possible later.

Phase 2 — Position (12 months out): Tax-loss harvesting in your personal portfolio, Roth conversion timing to absorb sale year tax exposure, beneficiary alignment if the proceeds will fund a generational plan, and coordination with your M&A attorney before LOI is signed.

Phase 3 — Execute (closing window): Deal structure review (asset sale vs stock sale impact on your taxes), allocation negotiation with the buyer's CPA, installment sale modeling vs lump sum, and immediate post-sale wealth deployment into protected, tax-efficient vehicles.

"You only sell your business once. Most owners are amateurs at it. Your buyer's CPA isn't."

Show me the numbers.

Real scenario: $5M business sale. Sole owner, S-Corp, 20-year operation.

Option A — Sell Cold (No Pre-Sale Planning)

  • ✗Federal capital gains: 20% on equity portion
  • ✗State tax (Minnesota): ~9.85%
  • ✗Net Investment Income Tax: 3.8% on portion
  • ✗Goodwill ordinary income exposure: variable
  • ✗Depreciation recapture: 25% on prior write-offs
  • ✗Approximate after-tax proceeds: $3.0–3.2M (35–40% lost to taxes)

Option B — Smart Life Pre-Sale Architecture

  • ✓Entity restructuring 24 months out: positions for capital gains treatment
  • ✓Charitable Remainder Trust (CRT): defers tax on portion, generates lifetime income
  • ✓Installment sale structure: spreads tax over multi-year window
  • ✓Roth conversion ladder absorbs sale-year bracket headroom
  • ✓QOZ deployment for portion of proceeds: 15-year tax deferral
  • ✓Approximate after-tax proceeds: $4.0–4.2M (15–20% lost to taxes)

The difference: $800K–$1M+ stays with you. That's not finding a better buyer. That's designing the exit before it happens.

Six things change when an exit is designed, not reacted to.

1. Pre-sale entity review

LLC, S-Corp, C-Corp each have different exit consequences. We model which one fits your timeline.

2. Goodwill allocation strategy

How sale proceeds are allocated between equity, goodwill, non-compete, and consulting determines the tax mix. We negotiate before the LOI.

3. Charitable + family structures

CRTs, family limited partnerships, donor-advised funds — designed before the sale to capture the largest tax efficiency.

4. Installment sale modeling

Spread the gain. Stay in lower brackets. Often beats lump-sum even on a present-value basis.

5. Post-sale deployment

The $4M doesn't sit in cash. It deploys into the wealth architecture (Roth, FIA, trust, family office) the day after close.

6. Coordination with your M&A team

We work with your attorney, your CPA, and your broker so everyone's pulling the same direction. We don't replace them. We orchestrate them.

Common Questions

Most CPAs are excellent at compliance and weak at strategy. They tell you what last year's tax bill is. They don't model what next year's exit looks like. Exit planning is a different muscle. We work alongside your CPA, not against them.

Ready to design the exit that actually works?

Two ways to begin. Pick whichever feels right.

Built for what's next. Strategy for the world that's coming — not the one that's gone.

Disclosures

Smart Life Financial LLC is an independent insurance agency. Scott Borhauer, NPN 20016169.

Any references to guaranteed income, lifetime income, principal protection, or annuity benefits refer to insurance contracts. Guarantees are subject to the claims-paying ability of the issuing insurance company. Annuities are not bank deposits, not FDIC insured, not insured by any federal government agency, and may lose value in the case of early surrender. Product features, fees, surrender schedules, and income amounts vary by carrier, product, state, age, and issue date and are subject to change. No specific product is recommended on this page.

Any examples shown are hypothetical and for illustrative purposes only. They do not represent a quote, an offer, or the performance of any specific product. Individual results depend on your own circumstances.

This material is for informational purposes and does not constitute tax, legal, or investment advice. Rollovers, Roth conversions, required minimum distributions, and estate planning decisions carry tax and legal consequences. Consult a qualified tax professional and attorney regarding your specific situation.

Smart Life Financial LLC · 8530 Eagle Point Blvd, Suite 100, Lake Elmo, MN 55042 · (952) 592-3900