Tax and structure decisions need to happen before the window closes, not after an LOI lands. By the time a buyer's team is in your books, the decisions that would have saved you money are usually already off the table.
Exits move fast once they start. The tax elections and structural decisions that actually change the outcome (QSBS eligibility, entity structure, how prior years were handled) almost all have deadlines earlier than founders expect, sometimes years earlier.
QSBS is the one that trips people up most. It's structural, not something you can fix retroactively. The clock starts the moment stock is issued. If nobody checked eligibility at formation or during earlier rounds, an exit is exactly where that shows up as a real number on the table.
There's also a gap between books that were “good enough” for internal use and books that hold up under a buyer's diligence team. The bar is different, and finding that out during the LOI period instead of before it costs time you genuinely don't have at that point.
And if there's an R&D credit sitting unclaimed from a prior year, it gets harder to substantiate the longer it sits. It's easier to document while the team that did the work is still around than to reconstruct after everyone's moved on.
The pattern across all of this: everything here is easy with runway and hard under a deadline. An exit timeline has a way of compressing the runway to zero.
Add your revenue and website for a full diligence brief, reviewed by a CPA who ran EY's West Coast R&D Tax Credit practice for 13 years.