Sell your C-corp to an ESOP + §1042 rollover into 'qualified replacement securities' = 0% federal tax on sale.
Founder sells 30%+ of C-corp to an ESOP (leveraged with bank/seller financing), then invests proceeds in Qualified Replacement Property (QRP — publicly-traded U.S. stocks/bonds) within 12 months for full §1042 gain deferral. If QRP held until death, gain permanently escapes tax via step-up basis. Alternative: sell 100% to ESOP as S-corp — ESOP pays NO federal income tax on its share (100% ESOP = 100% tax-free operating business). Complex ($200K+ setup), best on $5M+ EBITDA.
Click Generate advisory deep dive for mechanics, IRC citations, a step-by-step execution plan, a worked numeric example on your profile, costs, risks, and this-week actions.
Sell your C-corp stock for up to $10M tax-free.
Bridge valuation gap and reduce upfront cash with earn-outs.
Shift income between entities to optimize tax and asset protection.
Buy the company you already run with minimal cash.
Raise capital to find and buy a business you'll run as CEO.
Buy a $1–5M profitable business with 10% down.
Buy $100–500k businesses fully seller-financed.
Start agency at $0, acquire competitors on seller notes.