Business Acquisition calculators

IRC § 338 (election to treat qualified stock purchase as deemed asset acquisition)

IRC § 338(h)(10) Asset-vs-Stock Sale Calculator

Model the IRC § 338(h)(10) joint buyer/seller election that recasts a qualified stock purchase as a deemed asset sale: the seven-class allocation under IRC § 1060 (Class I cash → Class VII goodwill), the ordinary-vs-capital recharacterization on the seller side (ordinary on receivables/inventory/§ 1245 and § 1250 recapture, capital on real property § 1231 and goodwill), the buyer's NPV benefit from the step-up under 15-year § 197 amortization, and the break-even gross-up that compensates the seller for the incremental tax cost. Eligibility limited to S-corps, members of consolidated/affiliated groups, and qualified subchapter S subsidiaries — freestanding C-corps require § 338(g) (unilateral) or an F-reorganization.

Rev. Rul. 59-60 (eight-factor framework for valuing closely-held stock — nature of the business

Business Valuation Multiple Calculator

Screen a closely-held business value range under the Rev. Rul. 59-60 market approach: trailing-twelve-month SDE or EBITDA times an industry-specific multiple (BizBuySell / Pratt's Stats / DealStats benchmarks for SaaS, professional services, retail, manufacturing, restaurant, construction, and healthcare), risk-adjusted for key-person dependency, customer concentration above 20%, and recurring-revenue mix, then discounted multiplicatively for lack of marketability (DLOM, 15-35% Mandelbaum range) and lack of control (DLOC, 10-25%), with debt subtracted to produce an equity-value range. Reports the low / mid / high enterprise value, equity after debt, the implied effective multiple, and the underlying industry comp range. Tool, not advice — for estate, gift, ESOP, or litigation valuations, commission a credentialed appraiser (ABV / ASA / CVA) with a full Rev. Rul. 59-60 weighted opinion.

IRC § 6166 (full section — closely-held business estate tax installment election)

IRC § 6166 Closely-Held Business Estate Tax Installment Calculator

Screen an estate's eligibility for IRC § 6166 installment payment of the federal estate tax attributable to a closely-held business interest — the 35% qualifier under § 6166(a)(1) (closely-held value vs. Adjusted Gross Estate), the deferrable-tax allocation, the 2% special interest rate under § 6601(j) on the tax attributable to the first $1,850,000 of closely-held value (2025 figure, indexed under § 6166(b)(7)) with the remainder at 45% of the § 6621 underpayment rate, the 14-year payment schedule (4 years interest-only under § 6166(f) followed by 10 annual installments under § 6166(a)(3)), the acceleration triggers under § 6166(g), and the NPV savings vs. paying the deferrable tax up front. Multi-business aggregation under § 6166(c) requires each aggregated business to be at least 20% of the decedent's interest in that business. Tool, not advice — § 6166 elections are irrevocable, require a timely-filed Form 706, and carry security/lien obligations under § 6324A; engage estate counsel and a CPA before relying on the election.