How Is Goodwill Taxed When Selling a Business? (2026 Owner Guide)

“How is goodwill taxed?” is one of the most-asked tax questions in lower middle market business sales. It’s also one of the most poorly answered. Most articles give you the technical rule (long-term capital gains rates) without explaining the structural choices that move 15-25% of your after-tax proceeds. This guide does both.

Goodwill is the largest line item in a typical business sale. When a buyer pays $5M for your $1M EBITDA business, somewhere between $3M and $4.5M of that price is goodwill. The IRS classifies your assets into 7 categories (called Classes I through VII), and goodwill is Class VII — the residual after the other classes are valued. How you and the buyer agree to allocate that $5M across the 7 classes determines the actual tax bill on both sides.

There are two flavors of goodwill, and the distinction matters more than most owners realize. Enterprise goodwill belongs to the business entity. Personal goodwill belongs to you, the individual owner. They’re taxed differently. They’re structured differently in deal terms. And in C-corp situations, separating them properly can save you 15-25% of total tax.

Most owners and most deal-team accountants miss this distinction entirely.

This guide is for owners selling a business with $1M+ in EBITDA who want to understand where the tax planning opportunities are before they negotiate the LOI. Tax planning AFTER the LOI is signed is largely set; the structural decisions you make in the LOI process determine what’s available. By the end of this guide, you’ll know the questions to ask your CPA and your M&A attorney before signing — and you’ll understand why most owners would benefit from talking to a buy-side partner who knows how their specific buyer pool typically structures these deals before they ever sit down with a sell-side broker.

“Most owners think ‘goodwill’ is just a line item on the closing statement. It’s actually 60-80% of a typical business sale’s purchase price — and how it’s allocated and taxed can mean the difference between netting $3.5M and netting $4.2M on the same headline sale price. The decision happens BEFORE the LOI. Sell-side brokers don’t get paid on after-tax outcomes, so they don’t optimize for them. We’re a buy-side partner — different incentive structure, different conversation.”

Key Takeaways

• Goodwill is taxed at federal long-term capital gains rates: 0%/15%/20%, plus potential 3.8% NIIT and state taxes (0% in TX/FL, 13.3% in CA).
• Personal goodwill (tied to YOU as an individual) is sometimes carved out as a separate sale at the individual level — especially valuable for C-corp sellers.
• Enterprise goodwill belongs to the business entity. C-corp sellers face double taxation on enterprise goodwill (corporate tax + dividend tax). S-corp and LLC sellers face only personal-level capital gains.
• Asset sales allocate price across 7 IRS classes; goodwill is Class VII (residual). The buyer wants more allocated to depreciable assets (Class V); the seller usually wants more allocated to goodwill.
• Section 338(h)(10) elections in stock sales let buyers get asset-sale tax benefits while sellers keep stock-sale legal benefits — but require seller compensation in the form of higher purchase price.
• Tax planning opportunities exist BEFORE the LOI is signed. After signing, most options are foreclosed. Owners with $1M+ EBITDA should engage a tax attorney 6+ months before going to market.

What goodwill actually is in a business sale

Goodwill is an accounting and tax concept that captures the value of a business beyond its tangible assets. When a buyer pays $5M for a business whose tangible assets (equipment, inventory, receivables, real estate) total $1.5M and whose other intangibles (contracts, software licenses, intellectual property) total $0.5M, the remaining $3M is goodwill. It represents the value buyers assign to: customer relationships, brand recognition, employee knowledge, operational systems, market position, and the accumulated reputation of the business.

On the closing statement, goodwill is typically the largest single line item. For most LMM deals (4-8x EBITDA range), goodwill represents 60-80% of total purchase price. The tax treatment of that 60-80% has enormous impact on what you actually net from the sale.

Goodwill is created at the moment of sale, not before. The seller never has “goodwill” on their balance sheet (you can’t book your own self-created goodwill under GAAP). It only exists when a buyer pays a price that exceeds the net asset value of the business. The buyer then records the goodwill on their post-acquisition balance sheet, where it’s amortized for tax purposes over 15 years (Section 197).

For tax purposes, goodwill is treated as a capital asset. Sellers pay capital gains tax on the goodwill portion of the sale, not ordinary income tax. This is significantly favorable: the top long-term capital gains rate is 20% (vs. 37% top ordinary income rate). For most LMM owners, the goodwill tax rate is 15% or 20% federal, which is the cleanest part of the tax outcome.

Federal capital gains rates on goodwill (2026)

Federal long-term capital gains rates apply to goodwill held by sellers who’ve owned the business for more than one year. (Almost every LMM business sale qualifies as long-term.) The rates are tiered by total taxable income, not by the size of the gain itself.

0% capital gains rate: applies if your total taxable income (including the gain) keeps you below the 0% threshold. For 2026, that’s roughly $48,350 single / $96,700 married filing jointly. In practice, almost no LMM business seller pays 0% — the gain itself pushes you above the threshold.

15% capital gains rate: applies if total taxable income is between the 0% threshold and roughly $533,400 single / $600,050 married filing jointly. Most LMM business sellers fall here for at least part of the gain. A $5M sale with $3M of goodwill, in the 15% bracket, generates $450k of federal tax on goodwill.

20% capital gains rate: applies above $533,400 single / $600,050 MFJ in 2026. For sellers with substantial gains, much of the goodwill portion lands here. A $10M sale with $7M of goodwill in the 20% bracket generates $1.4M of federal tax on goodwill alone.

3.8% Net Investment Income Tax (NIIT): applies on top of capital gains for high-income sellers (single $200k+ / MFJ $250k+). Most LMM sellers pay this. So the effective top federal rate on goodwill is 23.8% (20% + 3.8%) for high-income sellers.

State taxes on goodwill: where you live matters enormously

State capital gains rates can dramatically change your effective tax rate on goodwill. States that don’t tax capital gains separately apply their ordinary income rates to capital gains, which means a high-income seller in California pays 13.3% state tax on goodwill on top of federal — a combined 37.1% effective rate (20% federal + 3.8% NIIT + 13.3% state).

Zero-state-tax states for capital gains: Texas, Florida, Washington, South Dakota, Wyoming, Tennessee, New Hampshire, Alaska, Nevada. Sellers domiciled in these states pay only federal tax on goodwill. The savings can be 10-15% of the total gain.

High-state-tax states for capital gains: California (13.3% top), New York (10.9% top), New Jersey (10.75% top), Hawaii (11% top), Oregon (9.9% top), Minnesota (9.85% top). Sellers in these states should evaluate timing the sale relative to state residency.

Some LMM sellers genuinely move to a no-tax state 12-24 months before sale to establish residency. The savings on a $5M sale can exceed $500,000.

Multi-state operating businesses face additional complexity. If your business operates in multiple states, the source state may have a claim on a portion of the goodwill regardless of where you personally live. State apportionment rules vary. This is one of several reasons to engage state-tax counsel before structuring the sale.

Personal goodwill vs. enterprise goodwill: the most important distinction most owners miss

Goodwill comes in two forms, and the IRS treats them very differently. Enterprise goodwill is owned by the business entity. It includes things like brand reputation, customer relationships maintained at the business level, operational systems, and employee knowledge that’s embedded in the company. When the business is sold, enterprise goodwill goes to the buyer along with the entity (or its assets).

Personal goodwill is owned by you, the individual. It’s the value tied specifically to your reputation, your customer relationships (the ones that follow you, not the business), your industry expertise, your personal brand. Personal goodwill exists when customers buy from your business primarily because of YOU specifically — your name on the door, your judgment, your hands-on involvement.

Why this distinction matters for taxes (especially in C-corp sales): When a C-corp sells assets including enterprise goodwill, that goodwill is owned by the corporation. The corporation pays federal tax (21%) on the gain. Then when the corporation distributes the after-tax proceeds to the shareholder, the shareholder pays additional tax (15-23.8% capital gains or qualified dividend rates). The combined effective tax rate can reach 39.8% — double-taxation of the same goodwill.

Personal goodwill, when properly structured, can be sold separately from the entity at the individual level. The individual sells their personal goodwill directly to the buyer for a separate purchase price. The individual pays only personal capital gains tax (15-23.8%) — no corporate tax. For C-corp sellers, this can save 15-25% of total tax on the personal goodwill portion of the transaction.

S-corp and LLC sellers benefit less from this structure (because pass-through entities already avoid corporate-level tax), but personal goodwill carve-outs can still reduce state taxes or help with specific structural issues. The benefit is smaller but real.

When personal goodwill is recognized by the IRS (and when it isn’t)

The IRS only recognizes personal goodwill in specific circumstances. It must be genuinely tied to the individual, not the entity. Courts and the IRS look at: whether customers come because of YOU specifically vs. the business, whether you’ve had non-compete covenants in place (which can paradoxically work against personal goodwill claims), whether you have proper documentation, and whether the carve-out is structured properly in the deal documents.

The Martin Ice Cream and Norwalk cases established the framework. (Two leading tax court cases on personal goodwill.) The IRS may challenge personal goodwill claims if: you’ve had a strong non-compete in your employment agreement (suggesting the goodwill was assigned to the entity); the business has been institutionalized to the point that customer relationships are at the brand level; there’s no documentation supporting your personal contribution; the deal structure looks like a tax-driven recharacterization.

Industries where personal goodwill claims are most defensible: Professional services (law, accounting, consulting, medical). Owner-operated trades where the founder is genuinely the brand (single-location HVAC, plumbing, contracting). Boutique professional firms. Industries where customers explicitly contract with the named owner.

Industries where personal goodwill claims are weakest: Multi-location service businesses with strong brand presence. Manufacturing or distribution businesses with institutional customer relationships. Tech-enabled or systematized businesses where customers buy from the company, not the founder.

Documentation matters enormously. If you plan to claim personal goodwill, you need to: avoid signing assignment-of-goodwill clauses in your employment agreements; document customer relationships at the individual level; maintain a separate personal brand identity from the business; engage a valuation firm to support the personal vs. enterprise allocation; structure the deal documents to reflect a separate personal-goodwill sale.

Asset sale vs. stock sale: how each affects goodwill taxation

The structural choice between asset sale and stock sale fundamentally changes goodwill taxation. In an asset sale, the buyer purchases specific assets of the business. Goodwill is one of those assets, allocated to Class VII. The seller pays tax on the goodwill at capital gains rates.

In a stock sale, the buyer purchases the seller’s ownership interest in the entity. Goodwill doesn’t change ownership — it stays with the entity, which now has new owners. The seller pays tax on the entire stock sale gain at capital gains rates, with no separate goodwill calculation.

From the seller’s tax perspective, stock sales are usually better. Single layer of capital gains tax (no corporate-level tax). No allocation negotiation with the buyer. Cleaner reporting. The seller’s tax bill is straightforward: sale price minus basis, taxed at capital gains rates.

From the buyer’s tax perspective, asset sales are usually better. The buyer gets a stepped-up tax basis on the acquired assets (including goodwill, which can then be amortized over 15 years for the buyer’s tax deduction). Stock sales give the buyer no basis step-up, which means no future tax deductions from amortizing goodwill.

The buyer-seller misalignment is real. Buyers will often pay 10-15% MORE for an asset sale than a stock sale because the basis step-up has real present value. Sellers should negotiate this premium explicitly. If a buyer wants asset-sale structure, the seller should require a higher headline price — or push for a Section 338(h)(10) election (see next section) that gives the buyer asset-sale tax treatment in a stock-sale legal wrapper.

Section 338(h)(10) elections: getting the best of both worlds

Section 338(h)(10) is a tax election that lets parties treat a stock sale as an asset sale for tax purposes only. The buyer gets asset-sale tax treatment (basis step-up, goodwill amortization). The seller gets stock-sale legal treatment (cleaner liability transfer, no contract-by-contract assignments). It’s used in roughly 30-40% of LMM transactions where the legal structure is a stock sale.

338(h)(10) elections are only available in specific circumstances: the target must be an S-corp or a member of a consolidated C-corp group; the buyer must be a corporation; both parties must consent to the election. LLC sellers and individual S-corp sellers can’t use 338(h)(10), but similar effects can be achieved through other elections (Section 336(e), partnership elections under 754, etc.).

Why this matters for sellers: When a 338(h)(10) election is made, the seller is treated as having sold the assets of the corporation, even though they actually sold stock. The seller pays tax as if they’d done an asset sale — which means the goodwill portion is taxed at capital gains rates, but ORDINARY income may apply to portions of the deal that would have been ordinary in an asset sale (recapture of depreciation on equipment, for example).

Sellers should never agree to 338(h)(10) without compensation. The election typically increases the seller’s tax bill by 5-15% of total sale price. Buyers benefit from the basis step-up by approximately the same amount. The market practice is for the buyer to pay a higher purchase price (often 5-10% premium) to compensate the seller for the additional tax. This negotiation should happen explicitly in the LOI — not as an afterthought during due diligence.

Allocating purchase price across the 7 asset classes

In an asset sale, the buyer and seller must agree on how to allocate the total purchase price across IRS-defined asset classes. This allocation is filed on IRS Form 8594 by both parties and must be consistent. It directly determines the tax outcome on both sides.

The 7 IRS asset classes (in order of allocation priority): Class I (Cash). Class II (Marketable securities). Class III (Accounts receivable). Class IV (Inventory). Class V (Furniture, fixtures, equipment, land, buildings — depreciable assets). Class VI (Section 197 intangibles excluding goodwill — like customer lists, contracts, patents). Class VII (Goodwill — the residual).

The allocation order matters because Class VII (goodwill) is the residual. Whatever’s left after Classes I-VI are valued at their fair market values is goodwill. So the way you value the depreciable assets (Class V) and other intangibles (Class VI) determines how much ends up in goodwill (Class VII).

The buyer-seller misalignment on allocation is real and adversarial. Buyers want MORE allocated to Class V (depreciable assets) and LESS to goodwill. Why: depreciable assets get faster tax deductions (5-10 year depreciation) than goodwill (15-year amortization). Sellers want MORE allocated to goodwill and LESS to depreciable assets. Why: depreciation recapture creates ordinary income tax for sellers; goodwill is capital gains.

Negotiating the allocation in the LOI vs. after signing: the allocation should be specified in the definitive agreement, not left to be negotiated after closing. Sellers who don’t address allocation upfront often find that the buyer’s post-close Form 8594 allocates aggressively in the buyer’s favor, costing the seller meaningful tax dollars. Get a CPA involved before signing.

Real example: $5M business sale with goodwill tax breakdown

Let’s walk through an actual example. Sarah owns a 12-year-old commercial cleaning business in Florida (a no-state-tax state). She’s an S-corp sole shareholder, single filer, with $300k of W-2-equivalent income from the business in 2026. She’s selling the business in an asset sale for $5M total purchase price.

Asset allocation negotiated in the LOI: Class III (AR): $200k. Class IV (Inventory of cleaning supplies): $50k. Class V (Equipment + vehicles): $400k. Class VI (Customer contracts + brand): $350k. Class VII (Goodwill): $4M (residual).

Tax calculation on goodwill: Sarah’s $300k W-2-equivalent income plus the $4M goodwill gain places her firmly above the 20% capital gains threshold. Of the $4M goodwill: roughly $300k taxed at 15% federal = $45k federal tax. Roughly $3.7M taxed at 20% federal = $740k federal tax. Plus 3.8% NIIT on the entire $4M = $152k additional. State tax: $0 (Florida).

Total tax just on the goodwill portion: $937k of $4M = ~23.4%. If Sarah had been in California instead of Florida, her state tax on the same goodwill would have added approximately $532k (13.3% × $4M), bringing her effective tax rate on goodwill to ~36.7%.

Now consider what happens with $1.5M of personal goodwill carve-out: If Sarah and the buyer structure $1.5M of the deal as personal goodwill sold by Sarah individually, the tax outcome stays roughly the same (Sarah pays capital gains on the personal goodwill anyway since she’s an S-corp). For S-corp sellers, the personal goodwill structure provides smaller benefits than for C-corp sellers. The structure still helps in some scenarios (state tax planning, multi-shareholder negotiations) but isn’t the dramatic 15-25% tax saver it can be in C-corp situations.

Common mistakes owners make on goodwill taxation

Mistake 1: Treating the allocation as a paperwork formality. The Form 8594 allocation is filed by both parties and must be consistent. It directly determines tax outcomes. Sellers who don’t engage their CPA in the allocation negotiation routinely lose 5-15% of after-tax proceeds to a buyer-favorable allocation.

Mistake 2: Not considering personal goodwill before signing the LOI. Personal goodwill structures must be set up properly to survive IRS scrutiny. Documentation, employment agreement language, valuation work, and deal structure all matter. Trying to introduce a personal goodwill claim in the definitive agreement after signing the LOI typically fails — the IRS sees it as a tax-driven recharacterization.

Mistake 3: Agreeing to Section 338(h)(10) without compensation. When the buyer asks for a 338(h)(10) election, your CPA should immediately calculate the additional tax burden it creates for you. Then your M&A attorney should negotiate a corresponding price increase. Buyers who want 338(h)(10) without paying for it are essentially asking you to pay 5-15% of the deal value to them.

Mistake 4: Not considering state residency timing. Owners with $1M+ of expected goodwill gain who currently live in a high-tax state should evaluate establishing residency in a no-tax state 18-24 months before sale. This is a real strategy used by sophisticated sellers, but it requires actual lifestyle changes (genuine domicile, not just an address change) to survive state-tax authority scrutiny.

Mistake 5: Engaging tax counsel after the LOI is signed. By the time the LOI is signed, the structural tax decisions are largely set. Asset sale vs. stock sale, allocation philosophy, 338(h)(10) status — these get specified in the LOI. Tax counsel engaged after the LOI is doing damage control rather than optimization. Engage a tax attorney 6+ months before going to market.

Mistake 6: Ignoring the buyer’s tax position. Understanding what the buyer wants from the structure helps you negotiate. If the buyer is a C-corp wanting basis step-up, they have a strong reason to push for asset sale or 338(h)(10). They’ll typically pay 10-15% more for that structure. Knowing this lets you ask for the premium explicitly rather than giving up the structure for free.

When to engage a tax attorney (and what they actually do)

M&A tax attorneys do specific things that general business attorneys and accountants don’t: structural deal review (entity choice, asset vs stock, 338(h)(10) feasibility), purchase price allocation negotiation, personal goodwill carve-out structuring, state-tax planning including residency analysis, qualified small business stock (Section 1202) eligibility analysis, installment sale planning, ESOP feasibility, and post-sale tax compliance.

Cost is typically $25,000-$100,000 for an LMM transaction. (Compared to advisor and broker fees of 3-10% of sale price, this is a small line item.) The savings on a properly structured deal frequently exceed the legal cost by 10-50x.

When to engage them: 12-18 months before going to market, if possible. They can help with multi-year tax planning that requires advance setup (state residency moves, entity restructuring, key shareholder agreements). At minimum, engage them before signing any LOI — the LOI is where the structural decisions get locked in.

Coordinating with your CPA: your tax attorney handles structure; your CPA handles compliance and ongoing reporting. They’re complementary, not substitutes. Most sophisticated sellers have both a CPA who’s done their books for years and an M&A tax attorney who specializes in transactions. Both should be in the LOI conversations.

Conclusion

Goodwill taxation is one of the highest-leverage areas of business sale planning. On a $5M sale, the difference between a thoughtful structure and a default structure can be $300k-$700k of after-tax proceeds. The structural decisions — asset vs stock, personal vs enterprise goodwill, 338(h)(10) status, allocation negotiation, state-tax planning — mostly happen before or at LOI signing. After that, the options narrow rapidly. The owners who get the best tax outcomes engage tax attorneys 12-18 months before going to market and run the structural analysis as part of their pre-sale planning. The owners who don’t, leave money on the table they’ll never recover. If you’re considering selling within the next 12-36 months, the highest-ROI thing you can do this quarter is talk to an M&A tax attorney — and a buy-side partner who can tell you which of your realistic buyers actually agree to the structures that matter most. We don’t charge sellers; the buyers pay us. That changes who gets honest answers about deal structure, and when.

Frequently Asked Questions

What rate is goodwill taxed at when selling a business?

Federal long-term capital gains rates: 0%, 15%, or 20% depending on total taxable income, plus 3.8% Net Investment Income Tax (NIIT) for high earners. Most LMM business sellers pay 15-23.8% federal effective rate on goodwill. State capital gains taxes apply on top, ranging from 0% (Texas, Florida, Wyoming, etc.) to 13.3% (California).

What’s the difference between personal goodwill and enterprise goodwill?

Personal goodwill is owned by the individual owner — the value tied to YOUR specific reputation, relationships, and expertise. Enterprise goodwill belongs to the business entity. Personal goodwill can sometimes be sold separately at the individual level, which avoids C-corp double taxation and can save 15-25% of total tax in C-corp sales. The IRS scrutinizes personal goodwill claims and requires proper documentation.

Why is goodwill the largest line item in most business sales?

Goodwill represents the value buyers assign to intangibles: customer relationships, brand reputation, employee knowledge, market position. For most LMM businesses sold at 4-8x EBITDA, the tangible asset value is much smaller than the total purchase price. The residual (after tangible and other intangible assets are valued) is goodwill — typically 60-80% of the deal.

Can I avoid the double taxation of goodwill in a C-corp sale?

Partially. Personal goodwill carve-outs let you sell goodwill tied to YOU individually at the personal level, avoiding C-corp tax on that portion. Stock sales avoid C-corp tax entirely (the buyer takes the entity). 338(h)(10) elections preserve some structural benefits while triggering asset-sale tax treatment. Each requires advance planning and proper structure — engage an M&A tax attorney 12-18 months before going to market.

What’s a Section 338(h)(10) election and should I agree to one?

It’s a tax election that treats a stock sale as an asset sale for tax purposes only. Buyer gets basis step-up (their preference). Seller faces additional tax (5-15% of deal value typically). Never agree to 338(h)(10) without negotiating a corresponding price increase — buyers gain meaningful tax value from the election, and they should compensate sellers for the additional tax burden it creates.

How is purchase price allocated to goodwill in an asset sale?

IRS Form 8594 requires both buyer and seller to allocate the total purchase price across 7 asset classes (Class I-VII). Class VII is goodwill — the residual after Classes I-VI are valued. Buyers want more allocated to depreciable assets (Class V); sellers want more in goodwill. The allocation should be specified in the definitive agreement and negotiated explicitly with CPA involvement.

Does state of residence matter for goodwill taxation?

Enormously. California taxes capital gains at up to 13.3% on top of federal. Texas, Florida, Wyoming, Tennessee, Nevada, and several others have 0% state capital gains tax. On a $5M deal with $4M of goodwill, the state-tax difference between California and Florida exceeds $500,000. Some sellers establish residency in a no-tax state 18-24 months before sale — a real strategy that requires actual domicile change.

When should I engage a tax attorney for a business sale?

Ideally 12-18 months before going to market. Tax attorneys handle structural decisions (entity choice, asset vs stock, 338(h)(10) feasibility, personal goodwill structure, state-tax planning, Section 1202 QSBS eligibility) that mostly get locked in at LOI. Engaging them after the LOI is signed limits options to damage control rather than optimization. Cost: $25k-$100k typically; savings frequently exceed cost by 10-50x.

Is goodwill taxed differently for S-corps vs C-corps?

Yes, materially. C-corp sales face double taxation on enterprise goodwill (corporate tax + dividend tax) — combined effective rate can reach 39.8%. S-corp and LLC sales are pass-through, so goodwill is taxed only at the individual capital gains rate (15-23.8% federal). For C-corp owners, personal goodwill carve-outs and 338(h)(10) elections offer significant tax-saving opportunities that don’t apply (or apply less) to S-corp owners.

Can I claim personal goodwill if I have a strong non-compete in my employment agreement?

It complicates the claim. A strong non-compete suggests the goodwill has been assigned to the business entity (otherwise the non-compete wouldn’t be needed). Courts and the IRS have ruled both ways depending on facts. If you anticipate claiming personal goodwill in a future sale, talk to a tax attorney NOW about your employment agreement language. Some clauses can be modified before sale to support the personal goodwill claim.

What happens to goodwill in a stock sale?

In a stock sale, goodwill stays with the entity — the buyer is purchasing your shares, and the entity (with its goodwill) goes to the buyer. The seller doesn’t separately allocate or pay tax on goodwill; instead, the seller pays capital gains tax on the entire stock sale gain (sale price minus stock basis). This is usually simpler and more favorable for sellers than asset sales, but buyers prefer asset sales for the basis step-up.

How does goodwill amortization work for the buyer?

The buyer who acquires goodwill in an asset sale (or 338(h)(10) election) records the goodwill on their post-acquisition balance sheet and amortizes it over 15 years for tax purposes (Section 197). This generates a tax deduction roughly 6.67% of goodwill per year for 15 years. On $4M of goodwill, that’s $267k of annual tax deduction for the buyer — meaningful present value that justifies them paying a premium for asset-sale structure.

How is CT Acquisitions different from a sell-side broker or M&A advisor?

We’re a buy-side partner, not a sell-side broker. Sell-side brokers represent you and charge you 8-12% of the deal (often $300K-$1M) plus monthly retainers, run a 9-12 month auction process, and require 12-month exclusivity. We work directly with 76+ buyers — search funders, family offices, lower middle-market PE, and strategic consolidators — who pay us when a deal closes. You pay nothing. No retainer, no exclusivity, no contract until a buyer is at the closing table. For tax-structuring questions specifically, we can tell you which of your realistic buyers typically agree to 338(h)(10), personal goodwill carve-outs, or specific allocation philosophies — before you sit down with anyone. That’s information sell-side advisors don’t have because they don’t work with the same buyers across deals.