Tight Timeline (90 Days): Prioritizing High-Impact Tax Decisions

Buying a Business · 1 min read

With 90 days to closing, focus on the decisions with the largest tax impact: entity type, financing structure, and purchase price allocation. This is still a workable planning window but requires immediate action on forming entities and conducting tax due diligence.

Entity formation is still on the table. You have time to form the right acquisition entity (LLC, S corp, C corp) and obtain an EIN before closing. The entity type determines how income flows to your personal return and whether you face double taxation on eventual sale.

Financing structure can be optimized. How you finance the acquisition (seller financing, bank loan, SBA loan, investor equity) has tax consequences. Interest on acquisition debt is generally deductible under Section 163, but limitations apply depending on entity type and business income levels.

Tax due diligence is well-timed. Three months allows a CPA to review the target's tax returns, assess state nexus exposure, and identify any payroll or sales tax issues before they become your liability.

Purchase price allocation strategy. With 90 days, a CPA can model different Form 8594 allocation scenarios showing how shifting dollars between asset classes affects your depreciation and amortization over the next 5 to 15 years.

The tradeoff: This timeline is ideal for planning but tight for implementation if multiple structural changes are needed. Prioritize the decisions with the largest dollar impact first.

Find the Right CPA for Your Situation

Get personalized interview questions and expertise criteria based on your specific needs.

Take Free Assessment

Sources

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

  1. Tax Code26 USC 163: Interest deduction — Deductibility of interest on acquisition indebtedness; Section 163(j) business interest limitation
  2. IRSIRS: About Form 8594, Asset Acquisition Statement Under Section 1060 — Purchase price allocation across asset classes for tax reporting
  3. IRSIRS: Apply for an Employer Identification Number (EIN) Online — EIN application required for new acquisition entities before closing
  4. Tax Code26 USC 1060: Special allocation rules for certain asset acquisitions — Residual method governs allocation of purchase price among asset classes