For California Real Estate Agents · Free Tool

Seller carry back or a structured sale? Save the listing when the seller’s tax bill is killing it

Your client wants to sell. You've got the buyer. Then the seller's CPA runs the capital gains number ($400K, $800K, $1.2M to the IRS and Franchise Tax Board) and suddenly they're "thinking about it." The deal stalls. The listing expires. You move on.

The tax code has two legal structures written for this situation: IRC §453 Structured Installment Sale and §664 Charitable Remainder Trust. Either one can lower the seller's total tax by spreading the gain over several years instead of taking it all in the year of sale, and that can get your deal back on track. Run a free quote for your client below. If the math works, we coordinate with the seller's CPA through close. You stay the listing agent and collect your commission.

Video: Seller Carry Back Explained: Close the Deal, Get Paid at Closing

3 min 2 sec. AI narration over Hans Goldstein's own visuals, checked against his books and pages. Education only, not tax, legal or financial advice.

Video transcript

The buyer comes to the table, the price is fine, but they ask your seller to carry back part of the price. What exactly is happening under the hood there? Well, at its core in a seller carry back, the seller is acting as the bank. Right. Instead of the buyer getting traditional financing for the full price and bringing all that cash to closing, they only pay a part of it. And then they owe the seller the rest on a note, which is paid over time. And agents also hear this called a seller carry or carrying paper or even a land contract, depending on where they work. Yeah, exactly. But how do you know which tool to use? Like, if you're looking at a stalled deal, how do you diagnose it? You have to sort the problem first. Is the buyer short on the loan, or is the seller short on the net? Okay. Let's look at the first one. A short loan. Right. If the buyer truly can't fund the rest, like they have no more capital, that is a financing problem. And the structured sale can't fix that, right? Exactly. Seller financing can bridge a financing problem, but a structured sale cannot. It requires the buyer to fully fund at closing. So for a short loan or like an appraisal gap, you use this word for word script from the playbook. You ask the seller, would you carry part of it, or would you rather the buyer pay in full at closing? That cuts right to the chase. But let's contrast that with a short net. Which is what? That's where the seller balks at the massive tax bill, or they realize they are going to have to be the bank to get their price, and they just freeze. Ah, so the money is there, but the seller doesn't like what they actually get to keep. Precisely. First, the payments are locked in. They cannot be sped up. They cannot be borrowed against, and they cannot be cashed out. Second, there are costs. A commission is built into the payout rate. So the rate is naturally lower than what a seller finance note might yield. And the timing is strict too, isn't it? Extremely. It must be set up before closing, either right in the purchase agreement or as an addendum. You can't just scramble and do it after the cash hits the table. A seller carryback makes the seller the bank and less cash reaches the closing table. And your rule of thumb is simple. A short loan is a financing problem. A carry can bridge it. Right. But a short net is where you need a comparison of every way to get paid, including a structured sale where the buyer pays in full at closing. And your role as the agent is just to spot it, ask the question using the playbook scripts, and introduce the professional. Hans works with the client and their CPA, he pays no referral fees, and you keep your full commission. It protects your deal and your time. Yeah. And Hans's free save the deal playbook has all these word for word scripts ready to use. Comment DEAL for the free Save the Deal playbook, and the link is in the description.

The problem you keep running into

"My CPA just told me what I'd owe in taxes. I'm not sure I want to sell now."

Every California listing agent working in the high-equity coastal corridors has heard this. The seller has owned the property since 1995. The basis is $400K. The current value is $3M. The capital gain is $2.6M. The combined federal + state + NIIT tax bite is 33 to 37%, depending on filing status and income. That's $860K to $960K written to the government at close.

Why the seller's CPA isn't telling them about the fix. Most California CPAs know §1031 like-kind exchanges (for sellers who want to stay in real estate) and the §121 personal residence exclusion ($500K MFJ). Far fewer have done a §453 Structured Installment Sale or coordinated a §664 Charitable Remainder Trust for a real estate transaction. Many of them flag "Deferred Sales Trust" pitches as suspicious, correctly, since those are not §453, and conflate them with the real, statutory installment-sale structures. The seller hears "no" on a non-1031 tax solution and starts wondering whether to sell at all.
The fix isn't aggressive tax planning. Both structures we coordinate rest on the Internal Revenue Code (§453, rewritten in 1980; §664, since 1969). The installment method and the CRT rules are routine for CPAs; no IRS ruling specifically approves the SIS assignment structure, so the seller's own CPA or tax attorney should review it. The seller doesn't need to like risk; they need to know the option exists. Once they see the numbers, the deal usually gets back on track.
The negotiating edge your CPA never mentioned
Before you read further

What is your seller’s tax bill going to be?

Send me the sale price and rough basis. Within one business day I'll email you the actual number and the Seller's Guide to §453. If it doesn't fit your deal, I'll tell you that plainly.

Hans Goldstein, EA
Admitted to practice before the IRS

No retainer · no obligation. Hans Goldstein, a licensed insurance agent (CA Insurance License #4273294), will contact you and may discuss insurance products, including annuities.

Drop your price ~$50K and you could net ~$300K more.

Your CPA quoted your “net nut” on the cash price. They didn’t run it with the SIS. That difference is what closes deals.

The buyer doesn’t need to know what you’re netting on the other side; that’s your private math.

From the buyer’s side it’s painless: same wire, same closing date, same title transfer. They sign one extra page at closing, an assignment addendum that hands their future payment obligation to the insurance company. A few painless signatures and they’re out of the picture the day the deal closes. When it’s deal-or-no-deal at the negotiating table, that asymmetry works in your favor.

The scenario

You list your property for $2M. Your CPA quotes you a "net nut" of $1.26M after-tax on the cash sale (37% combined federal + CA + NIIT). A buyer comes in at $1.95M, $50K under list. You hesitate.

What your CPA didn’t tell you: with an SIS at the $1.95M price, your net (over the structure term) lands at ~$1.56M. You just dropped your price $50K, closed the deal, AND netted $300K MORE than the original cash plan.

Illustrative scenario · your numbers may differ
Plan A · Original
Cash sale @ $2.00M
Sale price: $2,000,000
Tax (37%): −$740,000
Closes? Maybe
Net to you
$1,260,000
Plan B · Buyer’s offer (cash)
Cash sale @ $1.95M
Sale price: $1,950,000
Tax (37%): −$721,500
Closes? YES
Net to you
$1,228,500
Winner
Plan C · Same offer + SIS
SIS @ $1.95M
Sale price: $1,950,000
Tax (spread, ~25%): −$487,500
Closes? YES
Net to you
$1,562,500
+$302K vs Plan A · +$334K vs Plan B

Why this works in a negotiation

  • The buyer signs the structure but takes no responsibility. They acknowledge the assignment on one extra page at closing (same price, same wire, same title transfer), and the future payment obligation moves to the assignment company. The buyer is out of the picture the day the deal closes.
  • The price cut becomes a closing concession. When the buyer asks for $50K off, you can say yes with confidence, because the SIS structure recovers $250K+ of value on your side. The buyer feels they negotiated well. You actually netted more.
  • Make it a CONDITION of the deal. The SIS assignment goes into the original Purchase Agreement as a contract condition. If the buyer balks at signing the addendum (they almost never do; it’s one page), you walk. The price reduction was contingent on the structure.
  • Your listing agent looks like a hero. They got the deal closed. Closing rate goes up. They get paid. They love structured-installment-sale-aware sellers.
  • Walk into negotiation with a wider range. Cash math says you can’t accept under $1.95M without losing your net. SIS math says you can accept down to $1.78M and still match the original cash net. That’s 9% of negotiation room your competition doesn’t have.
The benefit of the benefit
A deal that closes is worth infinitely more than a deal that doesn’t. The SIS saves you tax, and it also gives you the negotiating room to actually close the sale you’ve been sitting on for two years because the cash math wasn’t good enough.
Run your negotiating range →
What we offer California realtors

A free instant quote for any client with a $1M+ sale

No white-labeled landing page on your domain. No data-sharing arrangement. You just send your client to the calculator below (or run it on their behalf with their inputs), and we generate a full written analysis. If the math works for SIS or CRT, we coordinate with their CPA and estate attorney through close, and you stay the listing agent on the property side.

1

You run the calculator

Enter your client's sale price, basis estimate, and approximate post-sale income. Takes 60 seconds. Sharable URL.

2

Calculator quotes the structures

Side-by-side comparison of SIS, CRT, and straight cash sale using actual 2026 CA + federal tax brackets. Shows real after-tax dollars in pocket.

3

Email the analysis to your client

Branded HTML PDF report (the calculator emails it automatically). They forward it to their CPA. The CPA sees real numbers, not a vague pitch.

4

Hans coordinates the close

If the seller wants to proceed, Hans coordinates the §453 placement (via a carrier-appointed structured settlement broker) or §664 trust drafting (via the seller's attorney). You stay the listing agent.

No login · No email required · 60 seconds

Quote your client now

Same calculator any seller can run on their own. Realtors typically run it once with the client's rough numbers to verify the math justifies the conversation, then send the seller the link to run it themselves with precise inputs.

Open the SIS vs CRT vs Cash calculator →
Seller carry back, answered

Seller carry back: what agents ask

Before you suggest a carry, run your seller’s numbers on the free seller net sheet after tax: commission, payoff, then the tax, cash sale vs paid over time. For the word-for-word scripts, get Save the Deal, the free playbook for agents.

What is a seller carry back?

In a seller carry back (also called seller carryback financing, carrying paper or a seller note), the seller acts as the bank for part of the price. The buyer pays less at closing and owes the seller the rest on a note, usually secured by a deed of trust on the property and paid over time.

When does a seller carry back save the deal?

When the buyer is short on the loan: an appraisal gap, a lender that will not go higher, or a down payment that falls short. A carry bridges a financing problem. If the money is there but the seller balks at what they keep after tax, that is a net problem, and a carry is not the only answer.

What are the risks of a seller carryback for the seller?

The seller takes the buyer’s credit risk for the life of the note, sits behind the buyer’s lender if the note is a second, and may have to foreclose to collect. Less cash reaches the closing table, which can also squeeze the commission. Interest is taxed as ordinary income, and any depreciation taxed as ordinary (§1245) is due in the year of sale (IRC §453(i)).

How is a structured sale different from a seller carry back?

In a structured installment sale the buyer pays in full at closing with normal financing, so there is cash at the table for your full commission. The seller’s payments come from an assignment company funded by a fixed annuity from a life insurer, so the seller holds no note on the buyer. The trade-offs: payments are fixed and cannot be sped up or cashed out, a commission is built into the payout rate, and it must be in the purchase contract before closing.

Do I lose my commission on a seller-financed deal?

Not necessarily, but on a carry less cash reaches closing, so commissions are sometimes cut or deferred to make the numbers work. On a structured sale the buyer pays in full at closing. Hans pays no referral fees and takes none; you keep your full commission from the sale.

Transparency on compensation

How this works for everyone involved

No referral fees flow between you (the realtor) and us. Your relationship with your client stays clean. Compensation flows the standard way each party gets paid in their respective practice, and it's disclosed in writing to the seller on every case.

Realtor

You collect your standard listing commission from the property sale at close. We do not pay realtor referral fees and we do not accept them. We benefit by being introduced to motivated sellers; you benefit by getting your stalled listing back on track. That's the exchange.

Seller's CPA & estate attorney

They charge their normal advisory rates for reviewing the structure with their client. The CRT trust drafting fee ($3K to $15K typical) is paid by the seller directly to the attorney. We do not pay CPAs or attorneys for referrals.

Hans Goldstein

On a placed §453 structured installment sale, the life insurer that issues the fixed annuity pays a one-time commission of about 4% of the amount structured to the brokerage firm that places the structure. Hans’s share is about 2.4%, with no trail. It is built into the annuity pricing, not a separate fee. The full compensation arrangement is disclosed in writing to the seller before any placement, per CA SB 263 best-interest standard.

Direct referral

Want to introduce Hans to a specific client?

Send the basics. Hans will follow up within one business day to coordinate a no-obligation 20-minute call with you and your seller.

Hans Goldstein, a licensed insurance agent (CA Insurance License #4273294), will contact you and may discuss insurance products, including annuities.

Hans Goldstein, NPN 20602398

📚 Get the free Seller's Guide to §453 + a fit-check

A plain-English guide for sellers on how a structured installment sale defers the tax when you sell a business, practice, or property. It covers the math, the alternatives, and how to tell if your deal fits.

Leave your details and the PDF downloads right away. Within one business day Hans will email a preliminary read on which structure fits your deal. No retainer. On a funded structure, the insurer pays a one-time commission of about 4% of the amount structured to the brokerage firm that places it (Hans’s share is about 2.4%; no trail). It is built into the annuity pricing, not a separate fee.

More details (optional)
Hans Goldstein, EA
Admitted to practice before the IRS

📞 Hans Goldstein · 213-414-2808 · CA Insurance License #4273294 · Independent §453 specialist · Goldstein & Co. LLC

Hans Goldstein, a licensed insurance agent (CA Insurance License #4273294), will contact you and may discuss insurance products, including annuities.

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