Big Sale TaxHans Goldstein: Tax & Exit Planning
Tax Tool Analysis library

Every tax tool, analyzed. 67 and counting.

Deferral, exclusion, offsets, charitable, estate and residency moves, plus the red flags the IRS has listed. Each analysis covers how it works, who it fits, the IRS stance and the catch.

67 toolsRed flag = listed, abusive or under IRS attack
exclusion

0% capital gains harvesting

Fill the 0% long-term capital gains bracket on purpose each year, by harvesting gains or by spreading a sale with an installment note.

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deferral

1031 boot

Cash out, debt not replaced, or a note from the buyer: how boot is taxed in a 1031, how mortgage netting works, and how to spread boot over time.

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deferral

1031 exchange

Defer the whole gain by trading investment real estate for more real estate, if you can find it and close inside 180 days.

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offset

338(h)(10) election

A stock sale taxed as an asset sale: the buyer's step-up, the seller's extra tax, and the gross-up.

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deferral

721 UPREIT exchange

Contribute property (often after a 1031 into a Delaware statutory trust) to a REIT's operating partnership for units: deferral now, step-up at death, but no more 103

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charitable

Bargain sale to charity

Sell property to a charity below market value: part sale, part gift, with basis split between the two and a deduction for the gift part.

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Red flag

Cash-out refinance before a sale

Borrowed money is not income, but a refinance just before a sale does not shrink the gain and can speed up the tax on an installment sale or a 1031.

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charitable

Charitable gift annuity

A contract with a charity: you give property, the charity pays you a fixed amount for life, and part of the transfer is a deductible gift.

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charitable

Charitable lead annuity trust

A trust that pays a charity a fixed amount every year, then passes what is left to your family, with a deduction up front or a smaller taxable gift.

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charitable

Charitable lead trust

Charity gets the payments first, family or you get what is left: how a grantor lead trust can offset a big sale year, and how a non-grantor lead trust moves wealth to hei

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charitable

Charitable LLC

An ordinary LLC you control and use for giving and impact investing. It is not a charity, so putting money in earns no deduction and defers no gain.

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deferral

Charitable remainder trust

Give appreciated property to a trust before the sale, let the trust sell it, take an income stream for life or up to 20 years, and leave the rest to charity.

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deferral

Contingent payment installment sale

When part of the price depends on future results, Section 453 still spreads the tax, but basis recovery follows special rules.

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offset

Cost segregation before a sale

Faster depreciation now, ordinary recapture at sale: when a late cost segregation study still pays.

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deferral

Deferred sales trust

A branded installment sale to a third-party trust: how it works under Section 453, what it costs, and where the IRS could attack it.

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deferral

Delaware statutory trust

A passive, fractional 1031 replacement property: how Rev. Rul. 2004-86 makes it work, what the sponsor controls, and what it costs.

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deferral

Depreciation recapture on an installment sale

Recapture is taxed in year one no matter how the buyer pays; here is how much, why, and the down payment that covers it.

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charitable

Donor-advised fund (appreciated assets)

Give appreciated stock, real estate or business interests to a donor-advised fund before a sale: no gain to you, a fair market value deduction, grants later.

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deferral

DownREIT

Contribute property to a REIT-controlled partnership for units that track REIT dividends, deferring gain under Section 721 until you convert.

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deferral

Earn-out

How contingent business sale payments are taxed, and the interest and compensation traps in the drafting.

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deferral

Electing out of the installment method

Sometimes paying all the tax up front is cheaper; here is when the 453(d) election out wins and when it backfires.

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deferral

ESOP Section 1042 rollover

Sell C corporation stock to your employees' ESOP, reinvest in U.S. operating company securities, and defer the gain, possibly for life.

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estate

Estate tax deferral (6166)

Section 6166 lets an estate built around a closely held business pay its estate tax over as long as 14 years at low interest, so the heirs do not have to sell the busines

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deferral

Exchange fund

Pool a concentrated stock position into a partnership with other investors to diversify without selling, if you can wait seven years.

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deferral

Failed 1031 exchange

Missed day 45 or day 180? The sale becomes taxable, but a little-known regulation can move the gain into the year the intermediary releases the money.

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estate

Family limited partnership

A family limited partnership can shift assets to heirs at a valuation discount for gift and estate tax, but it does not defer income tax on a sale and the IRS attacks slo

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estate

Gifting shares before a sale

Giving company shares to family members before a sale can shift part of the gain to lower brackets or lower-tax states, but only if the gift happens before the deal is ef

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deferral

Improvement 1031 exchange

Use exchange money to build or renovate the replacement property, with the work finished before it comes to you inside 180 days.

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deferral

Installment sale (Section 453)

Report the gain as the buyer pays you instead of all in the year of sale, under rules that have been in the tax code for decades.

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estate

Installment sale to an IDGT

Selling to your own grantor trust for a note is invisible for income tax and can freeze estate value, but it does not defer tax on a real sale.

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Red flag

Malta pension plan

A treaty play the U.S. and Malta shut down in 2021; the IRS has proposed listing it and audits it as an abusive arrangement.

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Red flag

Micro-captive insurance

An 831(b) captive that turns business income into deductible premiums; certain versions are listed transactions under 2025 final regulations.

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Red flag

Monetized installment sale

An intermediary note plus a loan to the seller, marketed as cash now and tax later. The IRS says it does not work and has proposed making it a listed transaction.

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residency

Moving states before a sale

Becoming a resident of a no-income-tax state before you sell can remove state tax on some gains, but only for the right asset, with the right timing and a real move.

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deferral

Net unrealized appreciation (NUA)

If your 401(k) holds highly appreciated company stock, the NUA rules can turn ordinary income into long-term capital gain, if you take the right kind of distribution.

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residency

NING / DING trust

Incomplete gift non-grantor trusts were built to move a big gain out of a high-tax state. California and New York now tax them to the grantor, and the IRS stopped issuing

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offset

Oil and gas IDC

Drilling cost deductions can offset ordinary income in a sale year, with recapture and real investment risk.

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deferral

Opportunity Zones

Original 2017 rules and OZ 2.0 under the One Big Beautiful Bill Act: rolling 5-year deferral, 10% or 30% step-up, 10-year exclusion, and how installment payments feed a f

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deferral

Opportunity Zones 2.0

OBBBA's permanent opportunity zones: rolling five-year deferral, rural step-up, and pairing with an installment sale.

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exclusion

Personal goodwill sale

Selling the owner's own goodwill directly to avoid the corporate layer of tax, and what makes it fail.

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charitable

Pooled income fund

Give appreciated assets to a charity's shared trust, skip the gain on the transfer, and receive a share of the fund's income for life.

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deferral

Prepaid variable forward

Cash now for public stock you deliver later, deferring the sale under Rev. Rul. 2003-7, as long as you avoid share lending and constructive sale traps.

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estate

Private annuity

Swapping property for a family member's promise of lifetime payments once spread the gain; proposed rules since 2006 would tax it up front.

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deferral

Private placement life insurance

A neutral look at PPLI: it can shelter future investment growth under 7702 and 817(h), but it does nothing for the gain on the sale itself.

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residency

Puerto Rico Act 60

A real exclusion for genuine Puerto Rico residents, but the 10-year rule keeps pre-move gain in U.S. tax and the IRS audits residency claims.

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offset

Purchase price allocation

How the Section 1060 split between goodwill, equipment and non-competes sets the tax on a business sale.

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exclusion

QSBS (Section 1202 and 1045)

Exclude up to $15 million or 10 times basis of gain on qualified C corporation stock, and roll gain into new QSBS within 60 days under Section 1045.

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exclusion

QSBS stacking

Gifting qualified small business stock so each taxpayer gets its own Section 1202 cap, and where it fails.

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deferral

Related-party installment sale

You can carry a note for your child or your own company, but three rules can pull the deferred gain into the current year.

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deferral

Reverse 1031 exchange

Buy the replacement property first and sell the old one later, using a parking arrangement under Rev. Proc. 2000-37.

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exclusion

Roth conversion in a sale year

Why converting an IRA in a big sale year usually costs more, and when spreading the sale opens cheaper years.

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offset

Sale-leaseback

Sell the building your business uses and lease it back: cash out the equity, keep the location, and deduct the rent.

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deferral

Section 1033 involuntary conversion

When property is condemned, destroyed or sold under threat of condemnation, Section 1033 defers the gain if you reinvest in time.

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exclusion

Section 121 plus 1031

A former home that became a rental can use both the home sale exclusion and a 1031 exchange on the same sale under Rev. Proc. 2005-14.

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deferral

Section 453A interest charge

Installment notes over $5 million carry a yearly interest charge on the deferred tax; here is the formula, a calculator and the exceptions.

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deferral

Section 453A pledge rule

Borrowing against your installment note can trigger the deferred tax early; here is exactly when, how much, and who is exempt.

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estate

Self-cancelling installment note (SCIN)

A family installment note that disappears at the seller's death can shrink the estate, but the income tax still comes due and the IRS tests the price.

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deferral

Seller financing

Carry the buyer's note, collect interest, and pay the tax as the principal comes in, with the right collateral and terms behind it.

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offset

Solar tax credits

Buying or earning solar credits after OBBBA, and why passive and AMT limits often block them in a sale year.

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estate

Special use valuation (2032A)

Section 2032A lets a family farm or business building be valued at its current use instead of its best price for estate tax, if the heirs keep it in use for ten years.

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exclusion

Step-up at death (hold)

Holding an appreciated asset until death can erase the built-in gain for heirs; here is when that beats selling now and when it does not.

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Red flag

Syndicated conservation easement

A listed transaction the IRS treats as abusive: big charitable deductions bought through a land partnership, now curbed by statute and final regulations.

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offset

Tax-loss harvesting and the loss bank

Count every loss you already own, capital carryforwards, suspended passive losses and Section 1231 losses, and line them up against the sale gain.

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deferral

Tenancy in common (TIC) 1031

Exchange into a fractional, undivided deeded interest in a larger property, under the Rev. Proc. 2002-22 guidelines.

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deferral

Wrap-around mortgage

Keeping your old loan in place under a bigger seller-financed note can cut year-one gain, if the lender and the paperwork cooperate.

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deferral

Year-end closing timing

December or January? The closing date picks the tax year, the estimated tax bill, the Medicare premium two years out and which deductions still count.

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deferral

Zero-cost collar

Buy a put, sell a call, and hold the stock: downside protection without a sale, if the band is wide enough to avoid a 1259 constructive sale.

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Next step

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