§453 · Sell Optometry Practice Defer Capital Gains

Selling Your Optometry Practice Without the Year-One Tax Bomb

MyEyeDr., Vision Source, EyeCare Partners, Acuity Eyecare Group, Eye Health America, Keplr Vision, Specialty Eye Institute — the optometry consolidator landscape pays 5-8x EBITDA for clinical practices. A $500K EBITDA optometry practice = $2.5M-$4M sale.

§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)

The math — $3M optometry practice sale

StateState rateLump-sum tax10-yr §453 taxDelta
California13.3%~$1.29M (43%)~$0.96M (32%)$330K
New York10.9%~$1.20M~$0.89M$310K
Texas / Florida / Tennessee / Nevada0%~$0.85M~$0.63M$220K

Assumptions: $3M, 55% goodwill, 25% optical inventory (frames, lenses, contacts), 20% equipment + leasehold.

Optometry-specific tax wrinkles

  1. Optical inventory. Frames (Luxottica, Marchon, Safilo) + lenses + contacts = ordinary income. Significant carve-out — sometimes 25-30% of sale price.
  2. Optical retail sub-shop. Sometimes structured as separate retail business inside the practice.
  3. Vision insurance contracts (VSP, EyeMed, Davis Vision, Spectera). Provider contract assignability matters.
  4. State Board of Optometry ownership. Each state has rules (CA Bus & Prof §3041, similar elsewhere).
  5. Practice management software (Crystal PM, Officemate, RevolutionEHR). Transfer terms.

When this fits

  • $1.5M+ sale
  • Clinical goodwill > retail inventory ratio
  • Consolidator buyer

When it doesn't

  • Mostly retail-optical with minimal clinical
  • Sale under $1.5M

How I work

Hans Goldstein, IRC §453 specialist. A-Rated Carrier, A-Rated Carrier, A-Rated Carrier, A-Rated Carrier — 50 states. Free fit-check.

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.

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

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