Hans Goldstein — IRC §453 Structured Installment Sale Specialist

Credentials

• NPN: 20602398 (National Producer Number — verifiable on NAIC's National Insurance Producer Registry)
• California Insurance License #4322192
• Carrier-appointed brokerage relationships: Pacific Life, MetLife (Metropolitan Tower Life), Independent Life, USAA Life — all four 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 — the research side of the same fiduciary-minded approach
• Phone: 213-290-4977 | Email: [email protected]

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 affiliated with a major life carrier. The carrier purchases an annuity that pays 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, with carrier-backed annuity infrastructure that's been used routinely 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 — 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 the annuity from the chosen carrier. The carrier issues you the payment-schedule contract.
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 ongoing trustee fees. The broker compensation is built into the carrier's annuity contract economics — your gross payment schedule isn't reduced by my fee.

Why my deals don't carry DST audit risk

I don't structure Deferred Sales Trusts. The §453 SIS doesn't use a trust — there's no entity for the IRS to challenge under sham-trust doctrine, no assignment-of-income theory available, no step transaction recharacterization risk. The mechanic uses regulated assignment-company infrastructure that's been used in personal injury structured settlements (IRC §130) since 1982 and extended to commercial sales by Rev. Proc. 2005-26.

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 — DST, 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 #4322192) 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. Carrier compensation is paid through annuity placement; no fees are charged to the seller. The §453 mechanic is statutory under IRC §453 and blessed by IRS Rev. Proc. 2005-26.

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

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

Drop your info — instant PDF download + within 1 business day Hans will email a preliminary read on which structure fits your deal. No retainer. Carrier compensates the broker — not you.

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What's the deal? (asset, sale type, niche)

Approx. sale $$—Under $500K$500K – $1M$1M – $3M$3M – $10M$10M+

Closing timeline—Within 30 days60–90 days3–6 months6–12 monthsJust exploring

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📞 Get my free §453 fit-check

📞 Hans Goldstein · 213-290-4977 · CA Insurance License #4322192 · Independent §453 specialist · Goldstein & Co. LLC