How to structure Stock Purchase transaction of an S-Corp entity

I would agree 100% with the above comments encouraging you to engage an experienced transaction lawyer and CPA. ^Searchfunder member‌ asks a good question: have you talked to your investors? I'd think that the tax structuring would interest them. And ^Searchfunder member‌ makes the good point that a 338(h)(10) election is not available to you if the acquiring entity is an LLC. Furthermore, a 338(h)(10) must be elected jointly by buyer and seller, so this is not something you can proceed with unilaterally. In addition, you don't indicate the type of company, so I'm wondering about the tax consequences for both buyer and seller from a transaction treated for tax purposes as a deemed asset purchase, and to what extent this has been discussed with seller. You note that you are at the closing stage but it seems there are some important discussions that must first occur in short order with investors, lenders and seller, all of which should be done with the counsel of an experienced transaction attorney.‌

Either an F Reorg (which will shed the S election upon sale) or an 336(e) election followed by an entity conversion/merger (it depends on the state) to be an LLC, as both are great for you (a purchase of assets) and dump the S Corp (which is a headache and is stupid). I do like 2-3 per month of those. Also, if the acquirer is an LLC you can't do a 338(h)(10) election.