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F-Reorganization Before Sale

Convert S-Corp to LLC pre-sale; add 10–15% to sale price.

Overview

Before selling your S-Corp, execute an F-reorganization: form new holding co, convert operating entity to disregarded LLC. Buyer can now acquire assets (getting step-up in basis and future depreciation deductions) while you get stock treatment for tax. Buyer values that step-up at 10–15% of purchase price, which you capture in higher offer.

Best fit
S-Corp owners pre-saleM&A transactions $2M+Sellers with amortizable intangibles
Estimated impact
10–15% purchase price uplift ($200k–$5M+)

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