Fix the Structure Before the Buyer Finds It
Most buyers of an S corporation want to buy assets for tax purposes and buy an entity for everything else. An F reorganization gives them both. Done wrong, it becomes a taxable exchange or a closing that slips.
Get My Analysis-
Find Out If It Fits
Not every deal needs one. The analysis says whether an F reorganization fits your deal, and what to do instead when it does not.
-
Keep the Company Intact
The operating company keeps its EIN, its contracts, its licenses, and its employees. Nothing has to be assigned, re-signed, or re-registered.
-
Keep the S Election
The S election carries forward to the new holding company, with a protective election filed so it holds up.
-
Get the Order Right
Formation, the exchange, and the elections run in a set sequence. Out of order, the same steps can be taxed.
-
Clear Diligence the First Time
The buyer's counsel gets one complete set of the formation documents, the exchange, the elections, and the filings, in the order they were done.
-
Keep What You Meant to Keep
Real estate the owners want to hold back can usually move to a sister company under the holding company without tax. The analysis flags it.
Get Your F Reorganization Analysis Within Two Business Days
How the Reorganization Works
Get Your Analysis
Answer the questions on this page. The analysis arrives by email within two business days, written for your deal, and it covers whether an F reorganization fits, the sequence, and the calendar.
Get a Flat Quote
If the reorganization is right for the deal, I quote the whole restructure before any work starts. Nothing along the way starts a meter.
I Run It to Your Deal's Calendar
Formation, exchange, and elections in the tax-free order, coordinated with your deal counsel and CPA so diligence clears the first time.
About Jeramie Fortenberry
I'm Jeramie Fortenberry, a business and tax attorney. For more than 20 years, deal teams have brought me in to fix structures at the last minute. I built this service so the restructure is done once, completely, and on time. Here's how I work:
- A straight answer on the structure, in plain terms. The advice is never a setup for a bigger engagement.
- A free written analysis of your own facts before you spend a dollar.
- One flat fee per deal, quoted before work starts. Ask anything along the way without watching a clock.
- I work alongside the CPA, deal counsel, and advisors you already have. Your team stays in place.
As Seen In
Questions Owners Ask
What is an F reorganization, in plain terms?
An F reorganization is a tax-free way to change your company's structure, usually by placing it under a new holding company, without the change being treated as a sale. Done correctly, the business continues as the same company for tax purposes. The EIN, the S election, contracts, and history all carry over.
Will this disturb my deal team or slow the deal down?
No. I work to the deal's calendar and coordinate with your deal counsel and CPA so the structure clears diligence the first time. The real delay risk runs the other way. A structuring problem discovered in diligence is what stalls deals. I add the tax depth and hand the deal back to your team.
Will you handle the sale itself?
Your deal counsel runs the transaction and papers it. I restructure the company so the deal clears diligence and the tax result holds, working with your team from start to closing. If you need a deal lawyer, I can introduce you to one from my network.
Does an F reorganization change my taxes on the sale?
Not by itself. The reorganization is tax-free; what it does is let the buyer treat the purchase as an asset purchase while you sell an entity. The tax on the sale itself is decided by the deal structure, which is the work of exit tax planning.
How much does an F reorganization cost?
One flat fee for the whole restructure, quoted after your analysis and agreed before work starts. State filing fees are at cost. Nothing along the way starts a meter.