Business Sale 3-6 Months Out: Deal Structure Modeling and Cleanup

With 3-6 months, focus on scenario modeling and balance sheet cleanup. Most long-horizon strategies are out of reach; timing is tight for major changes.

Deal structure modeling is the priority. A CPA can run scenarios comparing asset sale versus stock sale, lump sum versus installment payments under Section 453, and different purchase price allocations. With 3-6 months, there is time to let these models inform your negotiation position before signing a purchase agreement.

Entity cleanup is possible. While you cannot change entity type in a meaningful way on this timeline, you can clean up the balance sheet -- distributing excess cash from a C-corp, settling intercompany loans, or resolving shareholder agreements that could complicate the transaction.

Charitable planning windows open. If you intend to make charitable contributions, a donor-advised fund contribution of appreciated business interests before closing can generate a deduction under Section 170 while removing that portion from the taxable sale.

The tradeoff: You have enough time to make informed structural decisions but not enough to implement long-horizon strategies like QSBS qualification or S-corp conversion. Spend the time on deal modeling, not on strategies that require years to mature.