Selling Your Surgery Center (ASC) — Defer the Tax Across Years

Lump sum: federal + state taxes eat $4M-$8M. §453 defers the goodwill portion.

The math — $10M ASC sale

Assumes $10M sale, 65% goodwill, 25% equipment (high — surgical suites, lasers, imaging, autoclaves), 10% supplies.

ASC-specific tax wrinkles

1. CON (Certificate of Need) states — license transferability affects buyer pool and timing. CON states: VA, NC, GA, NY, NJ, IL, KY, MD, MS, AL, others. Non-CON states have easier transfers.
2. Equipment §1245 recapture — heavy exposure. Surgical suite equipment (OR tables, lasers, anesthesia machines), imaging (C-arms, fluoroscopy), autoclaves, monitors — all depreciated under MACRS, recapture year one. Allocate carefully.
3. Physician ownership / safe harbor compliance — ASC physician-owners under federal Anti-Kickback Statute safe harbor (42 CFR 1001.952(r)). Required structure remains intact post-sale.
4. Real estate carve-out — if practice owns the building, separate sale-leaseback or §453 structure on the real estate alongside the operating company §453.
5. Service contracts (anesthesia, pathology, sterilization) — assignability matters.
6. Medicare and commercial insurance contracts — provider number transfers affect timing.
7. Out-of-network billing wind-down — affects valuation but not §453 mechanic.

When this fits

• $3M+ sale (carrier minimums on deferred portion)
• Multi-OR center with established case volume
• Sophisticated consolidator buyer (USPI, Surgery Partners, SCA — all have done §453)
• Physician-owner exiting (not 100% rollover)

When it doesn't

• Mostly equipment sale
• Solo OR with minimal goodwill
• Sale under $2M

How I work

Hans Goldstein, IRC §453 specialist. Pacific Life / Independent Life / USAA Life and other A-rated Fortune 500 carriers — 50 states. Free fit-check.

Frequently asked

Q: I'm a partner in the ASC. Can I structure my partner buyout via §453? A: Yes if the buyout is a redemption of your partnership interest. Cleaner if structured as sale to incoming partner.

Q: My ASC has CON. Does that complicate the §453? A: Doesn't affect §453 mechanic, but CON transfer timing affects closing date. Plan §453 paperwork around the CON approval timeline.

Q: Surgery Partners — do they paper §453? A: Yes, routinely.

Find out what your sale is really going to cost you in tax — and what you can do about it

No retainer. The carrier compensates the broker — not you.

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

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What are you selling? (and roughly what you paid)

Approx. sale $$—Under $500K$500K – $1M$1M – $3M$3M – $10M$10M+

When are you selling?—Within 30 days60–90 days3–6 months6–12 monthsAlready soldJust exploring

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Hans Goldstein · 615-808-9731 · Goldstein & Co. LLC · This is an educational conversation, not tax advice. Bring your CPA in before you file.

Educational. Not tax or legal advice.