Insights · Firm Resource

Deal Structuring Reference

A free reference from SMB CPA Group covering 29 sale, rollover, operating, sponsor, and exit structures, each with an ownership diagram and the authority behind it. Built for business owners, buyers, sellers, and their advisors working through a transaction.

What's inside

Key features

STR — 01

Ownership diagrams

Each structure is drawn as an ownership and transaction diagram with a legend, so you can see who owns what before and after the deal.

STR — 02

Steps, pros, and cons

Every entry walks through the steps, why the structure is used, its pros and cons, and what to watch for.

STR — 03

Compliance and planning tips

Practical compliance tips and planning tips for each structure.

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Authority

Statutes, regulations, and forms that apply, with what each says about the structure. Linked citations open the source.

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Eight-question deal checklist

What transfers? What is the consideration? Who is the buyer for tax purposes? What basis does the buyer get? What character does the seller get? How is the seller paid after closing? What happens at the state level? How does money flow after closing? Each question points to the related structures.

STR — 06

Free, in the browser

No sign-in. Open the reference in your browser and browse the structures. A “Copy worked-example prompt” button is included on the page.

Coverage

29 structures in five groups

STR — 01

Sale structures (9)

  • Stock sale (C corporation)
  • Asset sale
  • §338(h)(10) election
  • §336(e) election
  • Pre-sale F reorganization
  • Partnership interest sale
  • Purchase of 100% of LLC units
  • Reverse triangular merger
  • Earnouts and seller notes
STR — 02

Rollover and equity (5)

  • §721 rollover
  • §351 rollover
  • Profits interests
  • Up-C
  • Blocker corporation
STR — 03

Operating structures (5)

  • Management company with operating entities
  • MSO and professional corporation
  • Real estate and operating company split
  • S corporations as partners in an LLC
  • C corporation for §1202 stock
STR — 04

Sponsor and roll-up (4)

  • Fund, general partner, and management company
  • Management fee waiver
  • Independent sponsor deal
  • Platform and add-on roll-up
STR — 05

Seller exit planning (6)

  • ESOP sale
  • Personal goodwill sale
  • Charitable remainder trust before sale
  • §1202 stacking with non-grantor trusts
  • Opportunity zone reinvestment
  • PTET in the sale year

For reference only. Prepared by SMB CPA Group, PC. Confirm current law and facts before relying on any item.

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