Sell-Side Tax Readiness
A management-facing report that identifies tax exposure and filing gaps before a buyer's diligence team does — with a prioritized roadmap to resolve them before the Company goes to market.
Transaction-Focused M&A Tax Advisory
If tax exposure is going to surface, it's far better for management to know first. Without a structured pre-market review, common issues, such as unrecognized nexus, unfiled returns, withholding gaps, get discovered mid-process, by the buyer's advisors, at the worst possible time to negotiate from a position of strength. A Sell-Side Tax Readiness Report puts findings in front of management early, in writing, with a clear plan to act on them before the Company is taken to market.
What the Report Is?
Prioritized Issues Summary
Every finding ranked High/Medium/Low, with estimated exposure and a recommended owner, so management can see at a glance what needs attention first.
Sales & Use Tax Nexus Analysis
State-by-state review of economic and physical nexus against current registration and filing status.
Income Tax Filing Position
Identification of unfiled returns, apportionment issues, or inconsistent filing positions across entities.
Nonresident Withholding Review
Gaps in withholding on nonresident partners, members, or shareholders.
Entity Structure Observations
Structural issues that add unnecessary filing complexity or exposure.
Remediation Roadmap
A phased timeline for addressing each issue, sequenced against the anticipated go-to-market date.
Why It Matters Before a Sale
- Get ahead of the diligence timeline. Issues identified and resolved pre-market rarely resurface as last-minute negotiating points.
- Protect valuation and deal terms. A documented remediation plan is a very different conversation with a buyer than an unexplained finding in their own report.
- Give management a clear roadmap, not just a list of problems. Every issue in the report comes with a recommended action, priority level, and owner.
- Build a stronger data room. A well-organized tax position — supported by a readiness report and rem
Our Process
- Scoping Call — We review the Company's states of operation, revenue footprint, entity structure, and prior filing history to define the scope of review.
- Exposure Analysis — We assess nexus, filing positions, and withholding obligations across all relevant jurisdictions.
- Draft Report & Review — We deliver a draft report to management, including the prioritized issues summary and remediation roadmap, and walk through findings together.
- Finalize & Align on Ownership — Management confirms priority rankings and assigns internal owners for each item.
- Remediation Support — Where issues need to be resolved — including Voluntary Disclosure Agreements, delinquent return filings, or process changes — we support execution on a timeline aligned to the deal.
Know what a buyer will find — before they find it.
A Sell-Side Tax Readiness Report gives management a clear, prioritized picture of tax exposure and a practical plan to address it, on a timeline that works for your process and allows you to control the narrative.