§453 · Structured Installment Sale Questions

What Is a Structured Installment Sale? Every Question, Answered

A structured installment sale lets you sell property for its full price but receive the proceeds over years, so the capital gain is taxed as the payments arrive under the installment method (IRC §453) instead of all in the year of sale. The buyer pays in full at closing; an assignment company takes over the deferred payments and funds them with a fixed annuity from a highly rated life insurer.

§453 Mechanic: How the Money Flows

Buyer cash → Assignment Co. → fixed annuity → You, on schedule

BUYER pays full cash at closing ASSIGNMENT CO. owes you the payments purchases annuity LIFE INSURER Fixed annuity from a highly rated life insurer owned by the assignment co. 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)

Hans Goldstein structures installment sales for sellers and works alongside their CPAs. Email hans@goldsteinco.net or call 213-340-2018. Each link below answers one question in a few paragraphs, with the code section behind it.

How does a structured installment sale work?

  1. Before closing, you and the buyer agree in the purchase agreement (or an addendum) that part of the price will be paid in installments on a schedule you choose.
  2. At closing, the buyer pays the full price. The structured portion goes to an assignment company, which assumes the obligation to make the deferred payments.
  3. The assignment company buys a fixed annuity from its affiliated, highly rated life insurer (A or better by A.M. Best or equivalent) to fund the payments. You are the payee; you never own the annuity.
  4. You report the gain as you are paid, on Form 6252 each year (IRS Pub 537). Each payment is part tax-free return of basis, part gain, part interest.
All-cash saleSeller financingStructured installment sale
When the gain is taxedYear of saleAs the buyer paysAs the payments arrive
Who owes you the deferred moneyNobody (paid in full)The buyerAn assignment company funded by a fixed annuity
If the buyer stops payingNot your problemYou foreclose or sueNot your problem: the buyer paid in full at closing
Can be set up after closingn/aNoNo
Before you read further

What is the tax bill on your 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.

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

Two limits apply to every structure: §1245 depreciation recapture is taxed in the year of sale anyway (IRC §453(i)), and the payment schedule is locked once funded. The payment schedule is set in the contract, and the payments depend on the claims-paying ability of the assignment company and the insurer behind it. More on the basics: what is a structured installment sale and how the deal works.

How does it compare with the other ways to defer the gain?

How safe are the payments?

How is a structured installment sale taxed?

How do I set one up?

Does it work for my kind of sale?

Can I run my own numbers first?

Frequently asked

Q: What is a structured installment sale in one sentence? A: It is an installment sale under IRC §453 in which the buyer pays the full price at closing and an assignment company, funded by a fixed annuity from a highly rated life insurer, makes the deferred payments to you on a schedule you choose before closing.

Q: Does a structured installment sale avoid capital gains tax? A: No. It defers the tax: you pay it as the payments arrive, often at lower brackets than a one-year sale. §1245 recapture is still taxed in the year of sale, and the interest on the payments is ordinary income.

Q: Can I set one up after the sale closes? A: No. The installment terms must be in the purchase agreement and the structured amount must go to the assignment company at closing. Once you have received or controlled the cash, the deferral is gone.

Q: Who is the structured installment sale for? A: Sellers of real estate, a business, land or a practice with a large gain who do not need all the cash at once and want the tax spread over years. It does not work for publicly traded stock, inventory or dealer property (IRC §453(b)(2), §453(k)(2)).

Who wrote this?

About the author

Hans Goldstein works with sellers on IRC §453 installment sales. Tax and exit-planning analysis: Hans Goldstein: Tax & Exit Planning. Annuity placement for structured installment sales: Goldstein & Co. LLC dba Goldstein Insurance Services, CA ins. lic. #4273294. Hans is not a CPA or attorney, and this page is education, not tax or legal advice; have your CPA review your facts. A commission is paid only if a structured installment sale is funded.

Last updated September 30, 2026.

Talk to Hans: hans@goldsteinco.net · 213-340-2018

Hans Goldstein, NPN 20602398

Find out what your sale is really going to cost you in tax, 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.

Send me the sale price and roughly what you paid. Within one business day I’ll come back with the number you’re actually looking at and whether a structured installment sale can push it down. If it can’t, I’ll say that just as plainly.

You'll also get the plain-English Seller's Guide to §453: the math, the alternatives, and the cases where it does not work.

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📞 Hans Goldstein · 213-340-2018 · CA Insurance License #4273294 · Independent §453 specialist · Goldstein & Co. LLC

Hans Goldstein, a licensed insurance agent (CA Insurance License #4273294), will contact you and may discuss insurance products, including annuities.

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.

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