Pre-Transaction Planning for Business Owners | Intentional LLC | Fort Mill, SC

Pre-Transaction Planning

The outcome of your sale
is decided before the
deal is ever signed.

Most business owners spend years building something worth selling. Then they spend 90 days in a transaction. The decisions that shape what they walk away with happen in the window between those two moments, and most advisors are not in the room for it.

Let's talk before the LOI is signed

The earlier the conversation starts, the more options remain available.

Why timing is everything

Most planning happens after.
The value is created before.

Here is something I tell every business owner who comes to me after a sale has already closed: the conversation we are having right now should have happened 12 to 24 months ago.

Not because they did anything wrong. But because the decisions that have the largest impact on the financial outcome of a business sale, from tax structure to entity design to charitable planning to QSBS eligibility, are decisions that can only be made before the transaction is final. Once the letter of intent is signed and the deal is in motion, most of those doors close.

I have watched business owners leave significant money on the table, not because they negotiated poorly, but because nobody was asking the right questions before the deal started.

"The biggest mistakes in a liquidity event are not made at the closing table. They are made in the months before it, when nobody was asking the right questions."

James Roberts, Founder, Intentional LLC

Pre-transaction planning is not complicated in principle. It is a structured process of understanding what you have, what you want, and what needs to be true before the transaction closes to get you there. The complexity is in the details, and in the coordination required between your advisor, your CPA, and your attorney to make sure everyone is working from the same picture.

What I do is sit at the center of that coordination. I am not trying to replace your CPA or your attorney. I am trying to make sure that when you sit down with each of them, you are asking the right questions and that their answers fit together into a coherent plan.

What we actually cover

The pre-transaction planning
checklist.

01

Entity structure review

How your business is structured affects how the sale is taxed. A stock sale and an asset sale have very different implications for the seller. Understanding your current structure and whether it should be changed before a transaction is one of the first conversations we have.

02

QSBS eligibility assessment

Qualified Small Business Stock can eliminate federal capital gains tax on up to $10 million of gain from the sale of an eligible C-corporation. Whether your shares qualify depends on decisions made years before the transaction. We assess your position early so nothing is left on the table.

03

Charitable vehicle setup

Donor Advised Funds and Charitable Remainder Trusts are tools that can reduce taxable income in the year of sale, create income streams, and fulfill philanthropic goals. They need to be established before the transaction closes to be effective.

04

Capital deployment planning

Where does the money go after the wire hits, and why? Building this framework before the transaction closes means the decisions made in the first 12 months after the sale are made from a place of clarity rather than pressure.

05

Post-sale life planning

What does your life look like six months after the sale? What does a Tuesday look like? The financial plan is secondary to that answer. We address it before the transaction so the strategy we build is connected to how you actually want to live.

Keep reading

Related topics worth
understanding.

Liquidity Events

What happens before, during, and after the deal closes

QSBS Planning

The tax benefit most founders learn about too late

Founder Psychology

What nobody prepares you for after the wire hits

Common questions

What business owners ask about
pre-transaction planning.

  • Pre-transaction planning is the work that happens before a business sale or liquidity event closes. It includes reviewing and optimizing your entity structure, assessing QSBS eligibility, establishing charitable vehicles like Donor Advised Funds or Charitable Remainder Trusts, timing income recognition across tax years, coordinating with your attorney and CPA, and building a capital deployment plan for after the transaction. Most of the decisions that significantly affect your outcome can only be made before the deal closes. Once the transaction is final, those options are no longer available.
  • The honest answer is that the earlier the better, and in some cases several years earlier than most business owners expect. Certain strategies, like QSBS planning or entity conversions, require years of lead time to be effective. Others, like charitable vehicle setup or timing strategies, need to be in place before a letter of intent is signed. If you are thinking about selling in the next one to five years, now is the right time to begin the planning conversation. Even if you are mid-process, engaging immediately is still significantly better than waiting until after close.
  • The decisions with the largest financial impact in a business sale are almost always made before the transaction closes. These include entity structure and whether the sale is structured as a stock sale or asset sale, QSBS eligibility and holding period requirements, charitable planning to reduce taxable income in the year of sale, Qualified Opportunity Zone investment timing, and the structure of any earnout or installment sale provisions. Beyond the financial decisions, pre-transaction planning also includes preparing emotionally and practically for what life looks like after the sale, which affects every decision made in the months that follow.
  • Exit planning is the broader process of preparing a business owner for eventually leaving their business, which may be years or even decades away. It includes valuation enhancement, ownership transfer structure, business continuity planning, and personal financial readiness. Pre-transaction planning is more specific: it is the tactical work that happens in the 12 to 36 months before a known transaction, focused on optimizing the outcome of that specific event. Both matter, and the earlier a business owner begins thinking about exit planning, the more options exist when it is time for pre-transaction planning.
  • Effective pre-transaction planning requires coordination between your wealth advisor, your CPA, your transaction attorney, and in some cases an estate planning attorney. Each brings a different lens. The wealth advisor sees the full picture of your financial life and what you want life to look like after the transaction. The CPA addresses the tax mechanics. The attorney addresses the deal structure and legal risk. Someone needs to sit at the center of that conversation and make sure nothing important falls through. That is one of the things I do with every client who is approaching a transaction.

Start the conversation

The best time to plan
is before you need to.

If you are thinking about selling your business in the next one to five years, the conversation worth having is not about the deal. It is about what needs to be true before the deal starts. Schedule a conversation with James.

Schedule a conversation

30 minutes. No pitch. No pressure.