Martin D. Eisenstein, CPA & Attorney at Law · Intelligent Business Management Corp
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Selling your business

Business Exit Planning for New Jersey Owners

You built it. At some point you will hand it over, and that handover decides how much of the value you keep. Martin D. Eisenstein plans exits for New Jersey owners whose companies are worth $3M to $20M. He is a CPA and an attorney, so the tax plan and the legal deal come from one person instead of two who never meet. The point is simple. More of the sale price ends up in your pocket, less goes to tax you did not have to pay.

What exit planning actually covers

It is not a single meeting near the finish. Exit planning starts with what your company is worth today and what a buyer would really pay. From there Martin looks at how the sale should be structured, how to cut the tax on the proceeds, and how New Jersey's rules on selling a business will hit your number. He also looks past the sale, at what happens to the money once it lands with you.

How the two licenses change the outcome

On most sales the CPA handles taxes and a separate attorney drafts the deal. They price their own piece and rarely reconcile the two, so the way the contract is written can quietly wreck the tax plan. Martin reads both at once. Because he holds the CPA and the law license himself, the purchase agreement and the tax structure get built to fit each other. For a mid-size company, that fit can move six figures or more.

Start where you are

Maybe you have an offer on the table. Maybe selling is just a thought for three years out. Either way, come in and Martin will tell you straight what is still possible. Early callers get the widest set of options because the biggest savings are set years ahead. Late callers still get help, just with fewer moves left to make.

Process

How an exit engagement runs

Hourly work trains a client to watch the clock and dread the call. For exit planning that is backwards, because the value is huge and lumpy and shows up years later. Every stage here is a fixed fee, agreed in writing before the work starts, and quoted after the free first talk.

  1. A free first talk

    Thirty minutes, by phone or video. Bring a rough number and a rough timeline. Martin will tell you what can be done now, what has to wait, and whether he is the right fit. Smaller or larger than the range, he will say so honestly.

  2. The Exit Readiness Assessment

    A deep look at the business two to three years out, delivered as a written plan: what drives value in your company, your tax exposure at sale under the structures available to you, the New Jersey items a buyer's advisor might miss, and the moves to make now. This is the front door. It filters serious owners from tire-kickers and it pays for itself.

    Fixed fee · written plan · quoted after the first talk
  3. The runway to closing

    From plan to sale, on a flat monthly fee, so the meter is off and Martin is on call for the whole stretch. This covers the ongoing tax structuring, the entity cleanup, the estimated-tax planning, the buyer-side questions, and coordination with your broker and, when the deal calls for one, your M&A counsel. When the deal is straightforward, Martin handles the legal side himself.

    Flat monthly fee · planning start through closing
  4. Closing, and after

    A defined fee tied to the deal closing, sized against the outcome and agreed in writing up front, so Martin's pay lines up with your win. After the wire clears, he helps you manage the tax payments, plan the reinvestment with your financial advisor, and set up the next chapter. You are not handed off to someone new every six months. One relationship, start to finish.

    Success component · agreed in writing before the work begins
The work

The moves that matter at this size

This is not generic small-business advice. A $12M company sells differently than a $500K one. The buyer brings advisors. The state wants its cut. These are the questions Martin plans for, by name.

Structure of the deal

  • Asset sale versus stock sale, and who really bears the tax difference
  • Pre-sale reorganization of an S corporation so the buyer gets its step-up and you keep capital-gain treatment
  • Section 338(h)(10) and 336(e) elections, and when to refuse them
  • Installment sales, earnouts and rollover equity, taxed when and how

What the price is made of

  • Purchase-price allocation and Form 8594, negotiated rather than accepted
  • Personal goodwill: value that belongs to you, not the company, and is taxed accordingly
  • Owner-created intellectual property carved out before the buyer prices it at zero
  • Non-compete and consulting payments, which are ordinary income unless planned

New Jersey and after

  • New Jersey's bulk-sale notification and escrow rules, which can hold up closing if nobody owns them
  • State tax on the gain, which New Jersey does not discount the way federal law does
  • Qualified small business stock, charitable pre-sale planning and reinvestment options when they fit
  • Estimated taxes in the year of sale, and the estate plan the sale suddenly makes urgent
Questions

What owners ask first

How early should I start exit planning?

Sooner than you think. Most of the tax savings on a sale get set two or three years ahead, in how your entity is structured and how your books read to a buyer. Call while selling is still just an idea and Martin can shape both the price and the tax. Call after you have an offer and there is less room to work, though he can still help.

I already have a CPA and a lawyer. Why would I need you?

You might not need to replace them. But on a sale, the CPA and the lawyer usually work their own piece and never reconcile the two, and that is where money leaks. Martin holds both licenses, so he can catch the spots where the contract and the tax plan disagree. He will work with your current team if you want him to.

My business broker already handles the sale.

Good, keep them. A broker finds the buyer and pushes the deal to the line. But the broker does not sit inside your tax return, and the broker is not a lawyer reading the purchase agreement for the trap that costs you six figures at close. That part is Martin's. You work the same deal from different seats.

What does the first meeting cost?

Nothing. The first talk is free and short. Bring a rough sense of your number and your timeline, and Martin will lay out what can be done now and what has to wait. Every engagement after that is a fixed fee, quoted in writing.

A first talk is free, and it is short.

Bring what you have, even if it is a rough number and a rough timeline. Martin will tell you plainly what can be done now and what has to wait. No pressure to sign anything.

8 Sparman Place, Secaucus, New Jersey 07094