§453 · Sell Orthodontic Practice Defer Capital Gains

Selling Your Orthodontic Practice Without the Year-One Tax Hit

Smile Doctors, OrthoDent, OrthoFi, Birdeye Orthodontics, regional ortho consolidators — most paying 5-9x EBITDA for high-volume practices. A $1M EBITDA ortho practice = $5M-$9M sale.

§453 Mechanic — How the Money Flows

Buyer cash → Assignment Co. → A-rated carrier → You, on schedule

BUYER pays full cash at closing ASSIGNMENT CO. qualified entity, regulated purchases annuity A-RATED CARRIER A-Rated Carrier A+ rated · A.M. Best SELLER (you) paid on chosen 5-30 yr schedule Closing day — one wire, one assignment Gain recognized proportionally each year per IRC §453 (Treas. Reg. §15A.453-1)

Ortho-specific advantage: higher % goodwill than general dental (often 80-90%) → more §453-deferrable gain.

The math — $6M orthodontic practice sale

StateState rateLump-sum tax10-yr §453 taxDelta
California13.3%~$2.20M (37%)~$1.60M (27%)$600K
New York10.9%~$2.04M~$1.48M$560K
Florida0%~$1.42M~$1.03M$390K
Texas0%~$1.42M~$1.03M$390K

Assumptions: $6M sale, 85% goodwill, 10% equipment, 5% aligner inventory.

Orthodontic-specific tax wrinkles

  1. Higher goodwill % than general dental. More §453 leverage.
  2. In-practice aligner inventory (Invisalign, ClearCorrect). Ordinary income.
  3. Treatment-in-progress (TIP) WIP. Patients mid-treatment with prepaid contracts; deferred revenue accounting matters.
  4. Membership / prepaid plan revenue. Deferred revenue, goodwill character.
  5. State dental board ownership transfer. Each state has rules.

When this fits

  • $1.5M+ sale (most ortho qualifies)
  • DSO or strategic buyer

When it doesn't

  • Mostly solo with small team
  • Sale under $1.5M

How I work

Hans Goldstein, IRC §453 specialist. A-Rated Carrier, A-Rated Carrier, A-Rated Carrier, A-Rated Carrier — 50 states. Free fit-check.

Hans Goldstein, NPN 20602398

📘 Get the free Seller's Guide to §453 + a fit-check

A plain-English guide for sellers: how a structured installment sale defers the tax when you sell a business, practice, or property — the math, the alternatives, and how to know if your deal fits.

Drop your info — instant PDF download + within 1 business day Hans will email a preliminary read on which structure fits your deal. No retainer. Carrier compensates the broker — not you.

I agree to receive calls and texts from Hans Goldstein at the number provided. Msg/data rates apply. Reply STOP to opt out.

📞 Hans Goldstein · 615-808-9731 · CA Insurance License #4322192 · Independent §453 specialist · Goldstein & Co. LLC

Educational. Not tax or legal advice.

Run your specific numbers

The calculator runs your sale through real 2026 federal + state tax brackets and shows §453 savings vs lump sum side-by-side.

Run the calculator → 615-808-9731