§453 · Sell Dental Practice Arizona

Selling Your Dental Practice in Arizona — Defer the Capital Gain

If you're selling a dental practice in Arizona, the tax math depends heavily on your state's capital-gains treatment. Arizona's top LTCG rate is 2.5% — combined with federal 23.8% (20% LTCG + 3.8% NIIT), a lump-sum sale gives back 26.3% of your gain in year one. IRC §453 structured installment sale spreads the gain across the payment schedule, keeping you in lower brackets each year.

§453 Mechanic — How the Money Flows

Buyer cash → Assignment Co. → A-rated carrier → You, on schedule

BUYER pays full cash at closing ASSIGNMENT CO. qualified entity, regulated purchases annuity A-RATED CARRIER A-Rated Carrier A+ rated · A.M. Best SELLER (you) paid on chosen 5-30 yr schedule Closing day — one wire, one assignment Gain recognized proportionally each year per IRC §453 (Treas. Reg. §15A.453-1)

This page covers the dental practice sale in Arizona specifically. For the general framework see the dental practice guide or the §453 SIS basics.

The math — $4M sale, 80% goodwill, Arizona resident

ApproachEffective tax rateTax bill
Lump sum26.3%~$1.47M (37%)
10-year §45319%~$1.20M (30%)

The §453 spread captures roughly the difference between these two numbers — typically 8-12 percentage points of the gain depending on your specific deal economics and Arizona's bracket structure.

Arizona-specific tax wrinkle

Arizona's flat 2.5% rate is among the lowest in the country. §453 benefit is mostly federal-bracket-smoothing + NIIT-threshold management.

The Arizona dental practice market

Arizona has ~5,000 dentists with strong retirement-state cosmetic demand. Scottsdale and Tucson command premium valuations (95-110% of revenue); rural AZ trades at 75-85%. Aspen Dental's Phoenix-area presence is heavy. AZ's flat 2.5% state tax means §453 benefit is mostly federal-bracket smoothing — but high-EBITDA practices ($1M+) still see meaningful NIIT-threshold management benefit from spreading.

Arizona buyers and consolidators

The active acquirers buying dental practices in Arizona: Heartland Dental, Pacific Dental Services, Aspen Dental, MB2 Dental, Smile Brands, North American Dental Group. These institutional buyers' M&A counsel are familiar with the §453 mechanic — papering the assignment at closing is standard.

Dental Practice-specific §453 wrinkle (applies in every state)

Most DSO deals are 80%+ goodwill (self-created, $0 basis) — exactly what §453 was built for. Equipment §1245 recapture (CEREC, CBCT, scanners) hits year one regardless.

When this fits a Arizona seller

  • $1.5M+ sale price (carrier minimums on the §453-deferred portion)
  • Long hold with meaningful gain (where Arizona's 2.5% state rate stacks on federal)
  • Sophisticated buyer whose counsel will paper the §453 assignment
  • Arizona resident at closing (state residency matters for the state-tax piece)

How I work

Hans Goldstein, IRC §453 specialist. I place §453 structured installment sales through carrier-appointed brokerage relationships with A-rated Fortune 500 companies — all licensed in all 50 states including Arizona.

Free 15-minute fit-check call. Bring your Arizona sale details (price, basis, prior depreciation if applicable, closing timeline) — I model lump-sum vs §453 against your actual numbers.

Frequently asked

Q: I'm a Arizona resident but the property is in another state. Where's the tax? A: Generally the gain is sourced to where the property sits (real estate) or where the seller resides (intangibles). Talk to your CPA on multi-state allocation; §453 mechanic works the same.

Q: I'm planning to move out of Arizona before closing. Does that change anything? A: Maybe. Arizona's residency tests differ — California's exit tests are aggressive; other states less so. Talk to a state-tax specialist before timing the move.

Q: Does the §453 mechanic differ state-to-state? A: No. §453 is federal. State tax rates determine the size of the savings; the mechanic is identical.

Hans Goldstein, NPN 20602398

📘 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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📞 Hans Goldstein · 615-808-9731 · CA Insurance License #4322192 · Independent §453 specialist · Goldstein & Co. LLC

Educational. Not tax or legal advice. Arizona tax treatment of §453 generally follows federal — confirm with your CPA.

Run your specific numbers

The calculator runs your sale through real 2026 federal + state tax brackets and shows §453 savings vs lump sum side-by-side.

Run the calculator → 615-808-9731