Sell Orthodontic Practice Defer Capital Gains

Selling Your Orthodontic Practice Without the Year-One Tax Hit

Smile Doctors, OrthoDent, OrthoFi, Birdeye Orthodontics and regional ortho consolidators are mostly paying 5-9x EBITDA for high-volume practices. A $1M EBITDA ortho practice sells for $5M-$9M.

The ortho advantage: more goodwill than general dental (often 80-90%), which means more gain §453 can defer.

The math: $6M orthodontic practice sale

StateState rateLump-sum tax10-yr §453 taxDelta
California13.3%~$2.20M (37%)~$1.60M (27%)$600K
New York10.9%~$2.04M~$1.48M$560K
Florida0%~$1.42M~$1.03M$390K
Texas0%~$1.42M~$1.03M$390K

Assumptions: $6M sale, 85% goodwill, 10% equipment, 5% aligner inventory.

Orthodontic-specific tax wrinkles

  1. Higher goodwill % than general dental. That means more gain §453 can defer.
  2. In-practice aligner inventory (Invisalign, ClearCorrect). Ordinary income.
  3. Treatment-in-progress (TIP) WIP. Patients mid-treatment with prepaid contracts; deferred revenue accounting matters.
  4. Membership / prepaid plan revenue. Deferred revenue with goodwill character.
  5. State dental board ownership transfer. Each state has its own rules.
Before you read further

What is the tax bill on your orthodontic practice sale going to be?

Send me the sale price and rough basis. Within one business day I'll email you the actual number and the Seller's Guide to §453. If it doesn't fit your deal, I'll tell you that plainly.

Hans Goldstein, EA
Admitted to practice before the IRS

No retainer · no obligation. Hans Goldstein, a licensed insurance agent (CA Insurance License #4273294), will contact you and may discuss insurance products, including annuities.

When this fits

  • $1.5M+ sale (most ortho qualifies)
  • DSO or strategic buyer

When it doesn't

  • Solo practice with a small team
  • Sale under $1.5M

How I work

Hans Goldstein, EA, IRC §453 specialist. Admitted to practice before the IRS. Placements with highly rated life insurers (A or better by A.M. Best or equivalent) in all 50 states. Free fit-check.

Hans Goldstein

Find out what your orthodontic practice sale tax bill actually is, 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
More details (optional)
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.

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 → 213-414-2808
Get my number Book 15 min Call

Hans Goldstein is an Enrolled Agent, admitted to practice before the Internal Revenue Service. Not affiliated with or endorsed by the IRS. General education, not tax or legal advice for your situation.