§453 · Is A Structured Installment Sale Safe

Is a structured installment sale safe?

It removes your buyer's credit risk, but it does not remove all risk. Your payments depend on the claims-paying ability of the assignment company and the highly rated, state-regulated life insurer behind it; you are an unsecured creditor. The other real risks are a locked schedule (no cash-outs, fixed against inflation) and tax-law risk, since the assignment structure has no published IRS ruling.

§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.

What can't go wrong?

  • The buyer can't stop your payments. The buyer pays the full price at closing, and the assignment company assumes the deferred payments. Bankruptcy, death or divorce on the buyer's side does not reach the structured portion.
  • The rate can't float down. The rate is set by the insurer's pricing on the day the annuity is bought, then locked.
  • You don't manage anything. No collections, no foreclosure, no investment account to watch. The schedule is set in the contract.

What can go wrong?

RiskWhat it meansWhat limits it
Assignment company or insurer can't payYou are an unsecured general creditor of the assignment company, which relies on the annuity it ownsUse a highly rated life insurer (A or better by A.M. Best or equivalent); check both names in the documents; consider splitting across two insurers
You need the money earlyThe schedule cannot be accelerated, commuted, borrowed against or cashed outStructure only what you can leave alone; take more cash at closing
InflationFixed payments buy less over timeStep-up schedules, shorter terms, or keeping part of the proceeds outside the structure
Tax-law riskNo published IRS ruling approves the assignment structure; law can changeCPA or tax attorney review before closing; documents written before closing
Recapture surprise§1245 recapture is taxed in the year of sale (§453(i))Have your CPA quantify it before you choose a structure
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.

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. That is the honest description. It is not a bank deposit.

How are the insurers regulated?

The annuity that funds your payments is issued by a life insurance company licensed and examined by state insurance departments. Those regulators set statutory reserve requirements, meaning the insurer must hold assets against what it owes on its contracts, and they review its finances regularly. Independent agencies such as A.M. Best publish financial-strength ratings; a rating is an opinion and can change.

Hans quotes structured installment sales with MetLife and Corebridge Financial. Each uses an affiliated assignment company. Before signing, look up the issuing insurer's current A.M. Best rating and confirm the exact names of both the insurer and the assignment company in your documents. See the assignment company for how to check them.

Should I split the structure across two insurers?

Splitting spreads the credit exposure, and it is an option on larger sales. Each piece must clear its own insurer's minimum, so splitting works only when the amount is large enough. It also means two sets of documents and two payment streams, possibly at slightly different rates.

Illustrative: a seller structuring $1,500,000 could place $1,000,000 with one insurer and $500,000 with another, if both pieces meet the minimums at the time. See minimum sale size.

What about the tax side?

The installment method is settled law (IRC §453, IRS Pub 537, Form 6252). The risk is narrower: no published ruling addresses whether an assignment company taking over the buyer's obligation is a disposition under §453B, and the deferral depends on the documents being written so you never had the right to the cash (constructive receipt, Treas. Reg. §1.451-2(a)). That is why the structure must be set up before closing and why your CPA or tax attorney should review it. A structured sale is also not a monetized installment sale: there is no loan to you.

Frequently asked

Q: Is my money in a structured sale insured like a bank account? A: No. It is not a bank deposit. Your payments depend on the assignment company and the insurer behind it.

Q: Do I own the annuity? A: No. The assignment company owns it. You are the payee and an unsecured general creditor of the assignment company.

Q: Can I get out of the structure if I change my mind? A: No. The schedule is locked once funded. That lock is what protects the tax deferral.

Q: What rating should the insurer have? A: A or better by A.M. Best or equivalent. Check the current rating yourself before you sign; ratings change.

What should you read or run next?

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.

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