The SMB Investor

Ep. 21- Tax Structuring & Diligence in SMB M&A | Sean Smith & Roman Basi


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In this episode, Sean Smith, Managing Partner at Search Fund Ventures and founder of the SMB Investor Network, sits down with Roman Basi, Managing Partner of Basi & Basi, Attorneys & CPAs.

Roman brings nearly three decades of experience advising on mergers, acquisitions, and tax structuring. Together, they break down the critical aspects of tax diligence in SMB transactions โ€” from entity selection (C-Corp, S-Corp, LLC) to advanced structuring tools like QSBS (Section 1202), F Reorganizations, 338(h)(10) elections, and personal goodwill strategies.

Key discussion points include:

  • Why tax diligence is essential in SMB acquisitions
  • The risks of bad S-Corps and how to avoid them
  • How to mitigate post-close tax liabilities
  • Strategies to minimize double taxation
  • Structuring to maximize value for buyers and sellers
  • Insights on the new tax bill and its impact on investors


This conversation is a must-watch for investors, operators, and advisors navigating the SMB acquisition ecosystem.

๐Ÿ‘‰ Subscribe for more interviews with SMB dealmakers and experts.

๐Ÿ‘‰ Share your thoughts in the comments below โ€” what tax diligence questions do you want answered?


Connect with Roman Basi & Sean Smith:

  • The Center for Financial, Legal & Tax Planning, P.C.โ€“ https://www.taxplanning.com/
  • Roman Basi LinkedIn - https://www.linkedin.com/in/roman-basi-/
  • Sean Smith LinkedIn - https://www.linkedin.com/in/sean-smith-47ab2a70/
  • SMB Investor Network โ€“ https://www.smbinvestornetwork.com/


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The SMB InvestorBy Nick Bryant