Selling your business is likely the largest transaction of your life—and how you structure it can change your after-tax proceeds dramatically. At Orsak Langner & Barthel PLLC, we help Houston owners plan the tax side of an exit well before the letter of intent, so the deal works in your favor.

By the time an offer arrives, many of the most valuable tax moves are already off the table. The owners who keep the most are the ones who planned ahead—structuring the entity, the deal, and the proceeds long before they sat down with a buyer. We help you be one of them.

We help owners:

• Evaluate asset vs. stock (or equity) sale structures and what each means for your tax bill
• Plan for Qualified Small Business Stock (QSBS) treatment under §1202 where it may apply
• Use installment sales under §453 to spread gain and tax over time
• Negotiate purchase-price allocation under §1060 to favor capital-gain treatment
• Coordinate the proceeds with your estate, gift, and investment planning

• Deal structure analysis — modeling asset, stock, and equity sales for after-tax outcomes
• QSBS planning — assessing §1202 eligibility and the gain exclusion it can provide
• Installment sales — spreading gain and managing the tax across years
• Purchase-price allocation — negotiating §1060 allocations that protect capital-gain treatment
• Entity & pre-sale cleanup — F-reorganizations, working-capital pegs, and getting financials diligence-ready
• Proceeds planning — aligning the windfall with estate, gift, and investment strategy

• Business owners preparing to sell in the next several years
• Founders who may qualify for QSBS treatment
• Partners and shareholders planning a buyout or ownership transition
• Families transferring a business to the next generation

At Orsak CPAs, we sit on your side of the table—modeling the after-tax result of every structure so you negotiate from a position of clarity and keep the most from the business you built.

The single biggest lever in a sale is how it's structured:

• Asset sales let buyers step up the basis of what they acquire, which they prefer—but they can push more of your gain into higher-taxed categories like depreciation recapture and ordinary income.
• Stock or equity sales often deliver more favorable capital-gain treatment to the seller, and may open the door to QSBS.

The right answer depends on your entity, your basis, and what the buyer needs. We model each scenario so you can negotiate structure—not just price—with the after-tax number in view.

• QSBS (§1202) — for eligible C-corporation stock held long enough, a significant portion of gain may be excluded from federal tax. Eligibility is technical and time-sensitive, which is why it pays to plan early.
• Installment sales (§453) — spreading the proceeds, and the tax, across multiple years to manage your rate.
• Purchase-price allocation (§1060) — how the price is divided among assets directly affects your tax; we negotiate allocations that protect capital-gain treatment.
• F-reorganizations and pre-sale restructuring — cleaning up the entity so the deal is both tax-efficient and easy to diligence.

• After-tax deal modeling — comparing structures so you see the real net proceeds of each
• QSBS eligibility review — assessing §1202 and what it requires
• Installment sale planning — structuring and reporting multi-year proceeds
• Allocation negotiation support — §1060 allocations aligned to your interests
• Pre-sale financial readiness — clean financials, quality-of-earnings support, and working-capital analysis
• Proceeds & estate coordination — integrating the sale with your wealth-transfer plan

A sale is a once-in-a-lifetime event for most owners, but we work on them regularly. Our Houston-based team brings transaction experience to your side of the table and coordinates the tax, accounting, and planning pieces that a clean exit requires.

With Orsak Langner & Barthel PLLC, you get:

• A clear, after-tax view of every deal structure on the table
• Early planning for QSBS, installment sales, and allocation
• Financials and records that hold up under buyer diligence
• One firm coordinating the sale with your long-term wealth plan

To plan what happens after the sale, explore our Estate & Trusts and Succession Planning & Wealth Transfer services.