§453 · Sell Plastic Surgery Practice Defer Capital Gains

Selling Your Plastic Surgery Practice Without the $1.5M Tax Check

Plastic surgery PE roll-ups — Atlas Plastic Surgery, Surgery Partners, regional aesthetic platforms — pay 6-10x EBITDA for high-revenue cosmetic practices. A $1.5M EBITDA practice = $10M-$15M 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)

CA owner without §453 structuring loses ~$4M to taxes. With §453, recover $800K-$1M.

The math — $10M plastic surgery practice sale

StateState rateLump-sum tax10-yr §453 taxDelta
California13.3% + 1%~$4.11M (41%)~$3.30M (33%)$810K
New York10.9%~$3.85M~$3.09M$760K
New Jersey10.75%~$3.83M~$3.08M$750K
Texas / Florida / Tennessee / Nevada0%~$2.83M~$2.27M$560K

Assumptions: $10M sale, 70% goodwill, 20% equipment ($2M — surgical suite, lasers), 10% supplies ($1M).

Plastic-surgery tax wrinkles

  1. Cosmetic surgery revenue is fully retail (no insurance complications). Goodwill character cleaner than insurance-billed specialties.
  2. Surgical center (ASC) carve-out. If practice owns the ambulatory surgery center, it's separately valued with CON-state implications. ASC has its own §1245 recapture profile.
  3. Anesthesia contract. CRNA / MD anesthesiologist contracts may be separately valued.
  4. Implant inventory (silicone, saline). Ordinary income.
  5. Patient financing receivables (CareCredit, Alphaeon, Cherry). Separately valued AR.
  6. State medical board ownership. Each state has rules; doesn't affect §453 mechanic.

When this fits

  • $3M+ practice value
  • Strong cosmetic / non-insurance revenue mix
  • PE-backed buyer

When it doesn't

  • Mostly reconstructive / insurance-billed
  • Solo surgeon, no team

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.

Frequently asked

Q: I own the ASC. Two §453 structures? A: Often. Practice goodwill in one, ASC sale in another. Each tuned to its own schedule.

Q: My practice is reconstructive with insurance billing. Does that change anything? A: Lower multiple than cosmetic, but §453 mechanic works the same. The goodwill is the deferrable portion regardless.

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