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Buyers write a check. Sellers pay tax. The only number that matters at the kitchen table is what remains — and that number is shaped by structure long before the closing date.
Two letters of intent can share a purchase price and leave very different amounts in a seller’s pocket. Asset sale versus sale of the equity. How the price is allocated among goodwill, equipment, inventory, and real estate. Cash at close versus paper you take back. Recapture on assets you depreciated for years. Florida has no personal income tax. The federal return still does this work.
A broker who cannot read a return will price on pretax earnings and call it a day. Foundry’s principals are CPAs as well as licensed Florida realtors. We treat the sale as a tax event with a closing attached — so structure is part of the listing conversation, not a surprise for the preparer in March.
Important: Foundry does not issue tax opinion letters. Those stay with the CPA of record. We do not invent tax savings percentages. What follows is brokerage-aware framing, not advice on your return.
Entity and asset structure: whether the buyer purchases stock or membership interests, or selected assets, changes character of gain, what transfers, and what liabilities stay behind. Neither path is automatically “better.” The right path depends on the company, the buyer’s financing, and what your CPA can support.
Allocation: how price is split among classes of assets affects ordinary income versus capital treatment for the seller, and depreciation and amortization for the buyer. Fighting over allocation after the LOI is how deals sour. It belongs in the same room as price.
Real estate: if you own the building, selling it with the company, leasing it back, or keeping it in the family changes price, financing, and tax. That choice is not a detail for week twelve of diligence. Installment notes and earnouts change timing of recognition and credit risk. Cash today and paper over five years are not the same proceeds.
On a live sale, we want your attorney and your CPA in the work early enough that the purchase agreement and the tax plan are the same document in two fonts. Foundry does not replace either professional. We make sure the brokerage file does not blow up the return.
Buyers have an after-tax problem too: basis, how they take title, and whether seller paper or bank debt changes the Monday after close. A letter that looks cheap pretax can be expensive to own. We underwrite that honestly when we represent a buyer as well — see buying.
If you are years from market, a private opinion of value can flag structure questions before they become closing emergencies. Readiness is cheaper than repair at the table.
Foundry is an independent brokerage practice. Confidentiality remains structural: we do not need your full return in the first email. A name, a role, and one line to contact or hello@foundrybusinessadvisors.com is enough to start. When the file deepens, your CPA of record stays the author of tax opinions. We stay the authors of a close that respects that work.
Purchase price headlines ignore the quiet arithmetic at close: inventory counts, accounts receivable quality, accrued liabilities, and the working-capital peg the parties agreed to. A seller who strips cash or lets receivables age into the close can watch the “price” shrink through a true-up. A buyer who underestimates seasonal working capital can fund a surprise the week after they take the keys.
Those mechanics are not tax elections, but they change cash in the same kitchen-table sense. We negotiate them in plain language early, with examples, so neither side is ambushed by accounting vocabulary at the eleventh hour. Your CPA and attorney stay in their lanes; we keep the brokerage file aligned with what those lanes will need.
Earnouts and holdbacks similarly reshape what you “got.” They may be rational when a key customer or license is uncertain. They are not free money. Credit risk, measurement disputes, and timing of recognition all belong in the same conversation as the headline multiple — with your tax advisor speaking to recognition, not Foundry issuing an opinion letter.
We will not promise a percentage of tax saved. We will not imply that hiring Foundry replaces a CPA opinion. We will not market “tax-free” structures as if Florida’s lack of personal income tax erased the federal return. We will not invent case studies with round numbers to sound experienced.
What we will do is notice when a proposed deal structure is likely to create a painful mismatch between the purchase agreement and the tax return, and we will put that mismatch on the table while there is still time to renegotiate economics — not after signatures. That is brokerage counsel with CPA literacy, inside a separate brokerage practice.
Owners who want formal tax advice should expect a written engagement with the CPA of record. Owners who want a sale process that respects that advice should expect Foundry to stay coordinated, confidential, and sober about what any structure can and cannot do.
If this is the season to talk, a name, a role, and one line is enough. Write hello@foundrybusinessadvisors.com or use the contact form. We answer in confidence.