Immediate Closing (Within 30 Days): Salvaging What Tax Planning You Can

Buying a Business · 1 min read

With only 30 days, your structural options are limited but purchase price allocation and tax due diligence are still urgent. Many tax benefits are now foreclosed—focus on the critical items that prevent post-closing problems.

Purchase price allocation is still negotiable. Until closing, you can negotiate how the price is allocated across asset classes on Form 8594 (required under Section 1060). Shifting dollars from goodwill (15-year amortization) to tangible assets eligible for Section 179 expensing or bonus depreciation can accelerate deductions significantly.

Entity structure may be locked. At this stage, the acquiring entity is likely already determined. If you have not yet formed the acquisition entity, a CPA can still advise on whether an LLC, S corp, or C corp best fits your situation, but the window to execute is days, not weeks.

Tax due diligence is urgent. If this is a stock purchase, reviewing the target's prior-year tax returns, payroll tax compliance, and state filing history needs to happen before you sign. Undiscovered liabilities become yours at closing.

The pitfall: Buyers this close to closing often skip tax review entirely, assuming their attorney handled it. Attorneys structure deals for legal risk, not tax efficiency. These are different objectives.

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Sources

This guide cites 4 primary sources. All factual claims are traceable to the sources listed below.

  1. IRSIRS: About Form 8594, Asset Acquisition Statement Under Section 1060 — Purchase price allocation across seven asset classes; due at filing for acquisition year
  2. Tax Code26 USC 179: Election to expense certain depreciable business assets — Immediate expensing of qualifying tangible business assets up to annual limit
  3. Tax Code26 USC 168: Accelerated cost recovery system (MACRS and bonus depreciation) — Bonus depreciation rules for newly acquired assets including those acquired in business purchases
  4. Tax Code26 USC 1060: Special allocation rules for certain asset acquisitions — Allocation between buyer and seller must use residual method