Get Deal-Ready Without Triggering a Tax Bill.
Your buyer wants a structure you are not in yet. We restructure your company the right way: clean, tax-free, and built for the deal.
Tax-Free
Reorganization
Structured under the right provisions so the reorganization itself is not a taxable event.
100%
Continuity Preserved
Your EIN, S election, contracts, bank accounts, and licenses stay intact through the move.
One
Coordinated Deal Team
We work directly with your buyer’s counsel and your CPA so the structure clears diligence the first time.
Restructure for the Sale, Without Losing Your Tax Treatment
Getting deal-ready is more than paperwork. Done the wrong way, it can trigger an unnecessary tax bill, terminate your S election, or create problems that surface in diligence.
Our process gives you a clean, tax-free path to the structure your deal needs with professional-grade precision.
Have questions? Start your free assessment to get clear answers.
Confirm the Right Structure
Before you commit, find out exactly which structure your deal needs and whether an F reorganization is the right path. We tell you what works and why.
Follow a Clear Plan
We give you a step-by-step restructuring plan and handle the filings in the correct order, coordinated with your deal’s timeline.
Avoid a Tax Bill
One wrong step can trigger double tax or blow your S election. We protect you from the traps that quietly cost owners money at sale.
Preserve Continuity
Your EIN, S election, contracts, bank accounts, and licenses stay intact. The move does not erase your business history or reset your legal identity.
Satisfy the Buyer’s Diligence
We prepare the structure and documentation the buyer’s counsel will demand, so diligence does not stall or weaken your leverage.
Where Owners Lose Money Restructuring Before a Sale
Getting deal-ready is a tax-driven legal process that must be done in a specific order under the right Code provisions. When it is misunderstood, owners fall into predictable traps that cost real money at sale. Here are the most common mistakes we see.
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Triggering an unnecessary tax bill
Restructuring the wrong way can create a taxable event or a second layer of tax that a properly designed reorganization avoids entirely. The structure, and the order of the steps, is what makes it tax-free.
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Blowing the S election
A careless step can terminate your S corporation status at the worst possible moment, with lasting and expensive tax consequences. Preserving the election is a core part of the engagement.
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Reorganizing after the letter of intent
Once deal terms are set, your options narrow and your leverage drops. The cleanest and cheapest time to restructure is before the letter of intent, while every option is still open.
Frequently Asked Questions
Quick answers to common questions that we hear. Each of these is covered in more detail in our free analysis.
It is a tax-free way to change your company’s structure, usually by placing it under a new holding company, without it being treated as a sale. Done correctly, the business continues as the same entity for tax purposes, with its EIN and history intact.
A properly structured F reorganization is tax-free. The risk comes from doing it the wrong way, which can create double tax or terminate your S election. The entire point of the engagement is to get there cleanly, under the right provisions and in the right order.
Your free assessment tells you whether a reorganization is tax-free for your situation before you commit.
Often there is still room to optimize, but the cleanest and most valuable time to restructure is before deal terms are set.
Once a letter of intent is signed, your options narrow and your leverage drops.
We will tell you honestly what is still available given exactly where your deal stands.
The goal is always to capture the most value while the structure is still flexible.
No. We work to your deal’s calendar and coordinate directly with the buyer’s counsel so the structure clears diligence the first time.
The risk is the opposite: waiting until diligence to discover a structuring problem is what actually delays deals. Getting the structure right early keeps the deal moving.
Specialized Tax Structuring for a Clean, Tax-Efficient Sale
We handle the specialized tax structuring that makes a sale clean and tax-efficient, working alongside your corporate attorney and CPA. Your free assessment will help you:
- Restructure tax-free under the right provisions, with no surprises
- Preserve your EIN, S election, contracts, and licenses through the move
- Get clarity on structure, cost, and timeline before you commit
- One specialist coordinating with your CPA and your deal counsel
Get a Roadmap Built for Your Deal
Find out exactly how to restructure your company for a clean, tax-efficient sale, before you risk filings, taxes, or leverage.
Designed for Business Owners Who Need Straight Answers
I’m Jeramie Fortenberry, a business and tax attorney who has spent more than 20 years helping business owners solve multi-state legal problems.
I built this service for owners preparing to sell, after years of being brought in by deal teams to fix structures at the last minute.
My goal is simple: get your company into the right structure for your deal, clearly and without surprises, working alongside your existing advisors. No unnecessary upsells.
Jeramie J. Fortenberry, Esq., Founder
