top of page
  • Writer's pictureSteven J. Rosenthal, CPA, CFP, JD

Blog 2: Sellers Beware - Business Valuations May Be Affected By Undiscovered Tax Risks

Failure to discover tax risks can cost you thousands at closing. Here’s how to preserve your maximum business valuation.

After spending time, effort, and resources to buy or sell a business, the last thing you want to discover is that the deal won’t be what you initially bargained for. Mispriced deals hurt sellers trying to make a return on investment and buyers who want to limit their liabilities. The easiest avoid this situation is to investigate all potential tax risks beforehand.

Business valuations may be affected by undiscovered tax risks – Business sellers should expect that potential tax liabilities will be discovered during due diligence investigations by the buyer. The acquiring firm must perform due diligence to determine whether there are undiscovered tax risks associated with the acquisition of the business. These risks arise from tax positions taken by the seller that may be subject to a tax audit assessment in any area of taxation, including income tax, sales tax, payroll taxes, and other business license taxes. If a seller fails to clear potential tax liabilities prior to the sale of their business, they may suffer from mispricing the deal.

Q - How does a potential buyer of my business assess the tax liability of my business?

A – A potential buyer will be looking at the operation of your business, your books and records, your tax returns and may request that the seller obtain a tax compliance certification.

Q - What are the risks to my business for failing to recognize tax risks when trying to sell the business?

A - Tax risks will be considered by a buyer in determining how much to pay for the purchase of your business. The greater the risks, the lower the price a buyer is willing to pay.

Q) How should my business deal with tax risks when seeking to acquire a company?

A) This is the reverse analysis of having tax risks when selling your business. If the acquired company has a high level of tax risks, the buyer will seek price reductions due to the risks associated with the purchase.


Steven Rosenthal, JD, CPA, MBA, LLM, CFP®, has 30 years of experience providing tax research, planning, and audit defense for publicly traded companies such as AT&T, eBay, PayPal, Ericsson, and Expedia. Today, Steve serves as Senior Tax Expert at Fulcrum Wealth Advisors where he specializes in business valuation and tax strategies for small and mid-size businesses seeking to maximize their “after-tax” returns.

Fulcrum Wealth Advisors provides financial guidance and plans for business owners seeking a strong foundation for both family and business finances that ultimately achieves life and legacy goals. Rise above the complexity and create a path for what’s next with our experienced advisor team. Learn more about our business financial planning services.

Investment advisor representative of, and securities and investment advisory services offered through Cetera Advisor Networks LLC, member FINRA/SIPC, a broker/dealer, and Registered Investment Advisor. Cetera Advisor Networks is under separate ownership from any other named entity. Additional Investment advisory services are offered through Fulcrum Wealth Advisors, LLC. Fulcrum Wealth Advisors LLC is a registered investment advisor in the State of Washington. / IRS Circular 230 Disclosure: Fulcrum Wealth Advisors does not provide legal, tax, or accounting advice. Any statement contained in this communication (including any attachments) concerning U.S. tax matters is not intended or written to be used, and cannot be used, to avoid penalties imposed on the relevant taxpayer. Clients of Fulcrum Wealth Advisors should obtain independent tax advice based on their particular circumstances. Tax services offered separately from Cetera Advisor Networks LLC, which does not provide tax or legal advice.


Related Posts

See All


bottom of page