TL;DR: A dentist selling a practice for $500K-$3M typically gets a mix of goodwill (capital gain) and hard-asset (ordinary income) proceeds. The IRC §453 installment sale spreads the tax over years. A MYGA ladder structures the proceeds for retirement income. A cash-balance plan rollover (if you have one) can fund a SPIA for guaranteed lifetime income that complements the practice sale. The combination, not any single product, is usually the right answer.
A practice sale is a once-in-a-career liquidity event. Three things happen at once:
The opportunity is to coordinate all three. A purely transactional sale leaves money on the table. A coordinated structure with a CPA, an attorney, and an independent producer often saves 100-300 bps of effective wealth.
Most dental practice sales allocate the price across several asset classes. Each has a different tax treatment:
| Asset | Tax treatment to seller | Typical % of price |
|---|---|---|
| Goodwill (Section 197) | Long-term capital gain | 50-75% |
| Equipment (Section 1245) | Ordinary income to extent of depreciation recapture | 15-30% |
| Supplies and consumables | Ordinary income | 1-3% |
| Patient records / charts | Long-term capital gain | 2-5% |
| Restrictive covenant | Ordinary income | 3-10% |
| Real estate (if owned) | Long-term capital gain + recapture | Varies |
The buyer wants more allocated to equipment and covenant (faster depreciation/amortization for them). The seller wants more in goodwill (capital gain rate vs ordinary). Negotiate this in the asset purchase agreement; the IRS expects buyer and seller to agree.
Buyer pays cash at close. You pay tax in the year of sale (capital gain on goodwill, ordinary on equipment depreciation recapture). Net proceeds go into a MYGA ladder, IRA bucket, taxable brokerage, and liquidity.
Pros: clean break, immediate diversification. Cons: largest possible tax bill in one year (NIIT, AMT, possibly state tax).
Buyer pays over 5-10 years. Each payment has a gain component (taxable that year) and basis-return component (tax-free). Spreads the tax over the installment period.
Pros: lower marginal rate each year, often avoids NIIT. Cons: buyer-credit risk; you become a lender. Mitigate with: personal guarantee, lien on practice assets, possibly a SBA-loan-style structure.
Sale becomes installment, then the installment obligation is assigned to a regulated insurance company that pays you a fixed schedule. You get tax-deferral of an installment sale + counterparty quality of an A-rated carrier instead of the buyer.
Pros: tax-deferral + carrier-grade counterparty. Cons: schedule is locked at structure date; less flexibility than self-held note.
If you set up a cash-balance pension plan in your last 5-10 years of practice (popular among high-income dentists), the rollover balance can be $400K to $2M+. This rolls into an IRA at termination of the plan.
Inside the IRA, you can place a MYGA ladder, buy a SPIA, or split. The cash-balance rollover provides the qualified-money bucket; the practice sale provides the non-qualified-money bucket. Coordinating both gives you tax flexibility for the next 30 years.
Dr. Patel, 58, solo GP. Practice sale price: $1.4M ($1.05M goodwill, $250K equipment, $100K other). She also has a cash-balance plan with $900K and a 401(k) with $400K. She wants to retire fully at 62, semi-retire at 58.
Structure:
Over 7 years, she has predictable cash flow, a stepping IRA balance growing in MYGAs, and her tax bill is roughly half what an all-cash sale would have produced.
No. Section 1031 (like-kind exchange) is limited to real estate as of the 2017 tax law changes. Goodwill no longer qualifies.
Most dental practice sales are asset sales (better tax for buyer, often worse for seller). Stock sales are simpler tax-wise for the seller but rare in dental because buyers don't want the inherited liability.
Depends on entity structure. If you're an S-corp, the sale flows through to you personally. If a C-corp, you might face double taxation. CPAs and transaction attorneys should structure this; the choice is not interchangeable.
Fully taxable as ordinary income because it's coming from a qualified account. Each payment is 100% taxable.
Sometimes structured as a 5-10 year consulting agreement post-sale. Taxed as ordinary income (W-2 or 1099). Useful for buyers who want continuity and for sellers who want to spread income, but loses the capital-gain treatment goodwill gets.
State-dependent. Florida and Texas have strong annuity creditor exemptions. Most states have partial protections. Don't assume; have an attorney confirm for your state.
Yes. Each annual installment can be reinvested into a fresh non-qualified MYGA, building a 7-deep ladder by year 7. The interest inside the MYGA is tax-deferred.
Yes, but there are anti-abuse rules if the related party resells within 2 years. Get tax counsel before structuring a related-party installment sale.
Talk to a licensed independent expert. Hans.
Practice sale structure, §453 installment, cash-balance rollover, MYGA placement — I'll coordinate with your CPA and transaction attorney and map the full proceeds plan.
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📞 Hans Goldstein · 213-414-2808 · NPN 20602398, independent licensed insurance producer appointed with multiple A-rated carriers
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