Gut Check on Entity Structure for Asset Purchase

Member resources:

Frequent asked questions:

What is Searchfunder.com?

Searchfunder.com is an online community of searchers, investors, lenders, brokers and other professionals. Over 80% of those involved in searchfunds maintain a Searchfunder account to help them network, hire, and mentor others.

What are the benefits of membership?

In addition to accessing the most active online network of business buyers, Searchfunder licenses research that is simply not cost effective for individuals. Access over 15,000 industry reports and 50,000 transaction financials. You also get monthly credits for contact information for your company sourcing campaign with the option to purchase more at drastically discounted rates. Searchfunder has pre-purchased access from these data providers in order to empower individual buyers and to help searchers level the playing field versus private equity.

Do you have deals?

While we are primarily a buy-side network, we do have hundreds of brokers that regularly post deals to the community.

Can I find an internship on Searchfunder?

Absolutely! We have the industry's largest intern job board. If you are considering a search, the first step is to help another business buyer so you can hit the ground running.

What does it cost?

Searchfunder is a subscription service. We offer flexible monthly, annual and lifetime memberships.

Monthly

$79 / month

Annual

$19 / month

Lifetime

$432 / once

Those who maintain an account with us for over 4 continuous years are permanently added to the community without the need for a membership.

Do I need an MBA to join?

While a large number of our members come from dedicated programs at Harvard Business School, Stanford GSB, Chicago Booth, and other top programs, searching is no longer reserved for the elite. With the current abundance of dry powder in private equity, and an increasing number of business owners reaching retirement age, good deals rarely go unfunded.

Post a question, deal, job, etc...

Make a post...

Complete registration to post.

by a searcher from Georgia Institute of Technology
in Indian Land, SC 29707, USA

11mos ago

Gut Check on Entity Structure for Asset Purchase

I’m under LOI on a manufacturing business in North Carolina. It’s an asset purchase, and I’m working through entity formation. I’d love to get a gut check from anyone who’s structured deals like this, especially with SBA financing in the mix. Here’s the working plan: Family Trust --> HoldCo (LLC) --> OpCo (S-Corp) + RECo (LLC) • OpCo will acquire and operate the business • RECo will own the real estate and lease it back to OpCo • HoldCo would own 100% of both • Family Trust owns HoldCo for estate planning purposes Goal is to keep it SBA-friendly while preserving long-term flexibility for growth, governance, and potential equity participation. A couple things I’m watching closely: • Making sure OpCo qualifies for S-Corp election under this setup • Confirming that SBA doesn’t view the trust ownership as an issue • Avoiding unnecessary complexity if this structure isn’t adding real value Would love to hear from anyone who’s: • Used a similar setup • Run into pitfalls with trust → HoldCo layering • Navigated SBA approval smoothly with this kind of structure Appreciate any feedback or war stories. Happy to share what I learn in return.

0 Likes

251 Views

reply by a professional 11mos ago
from Western Washington University in Spokane, WA, USA

At that level of structure, definitely talk to an attorney - maybe several, specifically tax & business. Think about your plans 5 years plus out and what you anticipate the revenue to be at that point. That's where a tax attorney can help you with choices that will benefit you at exit.

reply by a professional 11mos ago
from Seton Hall University in Morristown, NJ 07960, USA

Definitely ask an attorney about the structure. My immediate reaction is that an LLC cannot be an S-Corp shareholder. If the LLC is single-member and disregarded, maybe the trust could be a shareholder, but as others have said, the trust has to be of a specific type to qualify as an S-Corp shareholder.