Hans Goldstein: IRC §453 Structured Installment Sale Specialist

Credentials

• Enrolled Agent (EA): Hans Goldstein, EA, is enrolled to practice before the Internal Revenue Service
• NPN: 20602398 (National Producer Number, verifiable on NAIC's National Insurance Producer Registry)
• California Insurance License #4273294
• Carrier placement: highly rated life insurers (A or better by A.M. Best or equivalent) licensed in all 50 states
• Goldstein & Co. LLC: California-registered insurance brokerage entity
• Separate practice: I also publish independent, carrier-agnostic annuity, MYGA, and CD reviews at hansgoldstein.com. It's the research side of the same fiduciary-minded approach
• Phone: 213-414-2808 | Email: hans@goldsteinco.net

Contact Hans: hans@goldsteinco.net · 213-414-2808

What §453 is, in one sentence

When you sell a business, professional practice, real estate, or other appreciated asset, the buyer pays full cash at closing. That payment obligation is assigned to a qualified assignment company usually affiliated with a highly rated life insurer. The assignment company buys a fixed annuity to fund the payments it owes you on the schedule of your choosing: 5, 10, 20, even 30 years. Gain is recognized proportionally each year per IRC §453's installment method. No buyer-default risk. No trust. No promoter ecosystem.

Why I do only §453

After working with hundreds of business owners and sellers, I saw the same pattern: a major sale would close, the seller would write a 30-40% federal + state tax check in year one, and they'd never even hear about §453 from their CPA. The structure is statutory (IRC §453, in the code since 1980), the mechanic is well-settled, and it routinely saves California sellers $250K-$2M+ depending on deal size. But it has to be papered into the PSA before signing. After the PSA is signed, it's too late.

So I built Goldstein & Co. around §453 specifically. Every deal I work is structured before the LOI is signed, using the assignment-company and fixed-annuity infrastructure that has been used since the 1990s.

Asset classes I structure for

• Business sales: service businesses, professional practices (dental, vet, medical, derm, plastic surgery, optometry, surgery centers, pharmacies), SaaS companies, RIA / financial advisory books, insurance agency books, funeral homes, law firms
• Real estate: mobile home parks, self-storage facilities, vineyards, orchards, rental portfolios, commercial real estate (when you're exiting RE entirely vs 1031 into another property)
• IP and royalties: music catalogs (publishing + masters), patent portfolios, mineral rights, cell tower lease buyouts, billboard easements, water rights
• Collectibles: art collections, classic-car collections, wine collections
• Concentrated stock positions: pre-IPO founder stock, private secondary sales, restricted stock
• Attorney contingent fees: the Childs v. Commissioner deferral structure for plaintiff attorneys

How my deals work

1. Free 15-minute fit-check call. Bring your sale details: price, basis, state of residence, target close date. I model the lump-sum-vs-§453 side-by-side against your actual numbers.
2. If it fits, I draft the §453 language for inclusion in the PSA. Your M&A counsel reviews; my role is structural, not legal.
3. At closing, the buyer wires the full cash to the qualified assignment company. The assignment company purchases a fixed annuity from the chosen insurer and owes you the payments on the agreed schedule.
4. You receive payments per schedule. Gain recognized proportionally. CPA files Form 6252 each year.

Compensation

The carrier compensates me at structuring. No retainer. No hourly fees. No yearly fee on the balance. The compensation is a one-time commission of about 4% of the amount structured, paid by the insurer to the placing brokerage firm (Hans’s share is about 2.4%, no trail) and built into the annuity pricing. It is not billed to you separately.

Why my deals don't carry deferred sales trust audit risk

I don't structure Deferred Sales Trusts. The §453 SIS doesn't use a trust, so there's no trust for the IRS to challenge under sham-trust doctrine. That does not make it risk-free: no IRS ruling specifically approves the assignment structure, and the documents should be reviewed by your own CPA or tax attorney. The mechanic uses the same regulated assignment-company and life-carrier infrastructure that has funded personal injury structured settlements (IRC §130) since the 1980s, applied to a taxable sale reported under the ordinary §453 installment method.

What you should bring to our first call

• Sale price (or your best estimate)
• Adjusted basis (or "near zero" if self-created goodwill)
• Prior accumulated depreciation (if real estate)
• State of residence at closing (this matters a lot; state tax conformity to §453 varies)
• Target close date: the earlier you call relative to the PSA signing, the more flexibility on the structure
• Any existing offers: Deferred sales trust, charitable remainder trust, or other deferral structures you've been quoted

I'll model your specific deal against the lump-sum outcome and send a written side-by-side within 1 business day.

Disclosures

Educational content only. Hans Goldstein is a California-licensed insurance & annuity producer (NPN 20602398, California Insurance License #4273294) and does not provide tax, legal, or accounting advice. Always consult your CPA and your transaction counsel before signing the PSA.

Goldstein & Co. LLC operates as an insurance brokerage and §453 placement specialist. Compensation is a one-time commission of about 4% of the amount structured, paid by the insurer and built into the annuity pricing; no separate fee is charged to the seller. The §453 mechanic is the statutory installment method under IRC §453.

Find out what your sale is really going to cost you in tax, and what you can do about it

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.

Find out what your tax bill actually looks like before you sell, including the parts your CPA may not raise until the return is already being prepared.

Most people find out what they owe after the sale closes, when nothing can be changed. A short conversation now tells you the number, which layers apply to your situation, and which options are still open while the sale is still in front of you.

• What you will actually owe: federal, the 3.8% surtax, recapture and your state
• Which of those layers you can still do something about
• Whether spreading the sale changes the number in your case

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What are you selling? (and roughly what you paid)

Approx. sale $$SelectUnder $500K$500K to $1M$1M to $3M$3M to $10M$10M+

More details (optional)

First name

When are you selling?SelectWithin 30 days60 to 90 days3 to 6 months6 to 12 monthsAlready soldJust exploring

Walk me through my options

Hans Goldstein, EA
Admitted to practice before the IRS

Hans Goldstein · 213-414-2808 · Hans Goldstein: Tax & Exit Planning · This is an educational conversation, not tax advice. Bring your CPA in before you file.

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