§453 · Sell Dental Practice Florida

Selling Your Dental Practice in Florida — Defer the Capital Gain

If you're selling a dental practice in Florida, the tax math depends heavily on your state's capital-gains treatment. Florida's top LTCG rate is 0% — combined with federal 23.8% (20% LTCG + 3.8% NIIT), a lump-sum sale gives back 23.8% 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 Pacific Life · MetLife Independent Life · USAA 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 Florida specifically. For the general framework see the dental practice guide or the §453 SIS basics.

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

ApproachEffective tax rateTax bill
Lump sum23.8%~$1.47M (37%)
10-year §45317%~$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 Florida's bracket structure.

Florida-specific tax wrinkle

Florida has no state income tax. §453 mechanic identical; benefit is federal-bracket-smoothing + NIIT-threshold management across years.

The Florida dental practice market

Florida has ~12,000 dentists with heavy snowbird patient demographics — many FL practices have 30-40% seasonal patient volume that affects valuation. Cosmetic dentistry mix is higher than national average (15-25% vs 8-12%). No state income tax = §453 benefit is purely federal bracket smoothing. Aspen Dental, Pacific Dental, and North American Dental Group dominate; FL Dental Examiners license transfer typically 30-60 days post-sale.

Florida buyers and consolidators

The active acquirers buying dental practices in Florida: 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 Florida seller

  • $1.5M+ sale price (carrier minimums on the §453-deferred portion)
  • Long hold with meaningful gain (where Florida's 0% state rate stacks on federal)
  • Sophisticated buyer whose counsel will paper the §453 assignment
  • Florida 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 Pacific Life, MetLife, Independent Life, and USAA Life — all four licensed in all 50 states including Florida.

Free 15-minute fit-check call. Bring your Florida 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 Florida 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 Florida before closing. Does that change anything? A: Maybe. Florida'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 §453 Quick Reference PDF + free fit-check

4-page reference card on the §453 SIS mechanic, when it fits, §453-vs-DST comparison, and state-by-state math. Built for sellers and CPAs.

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. Florida 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