Business & Real Estate
Family business planning, buying and selling a business, and Proposition 13 property tax issues — with a tax attorney's eye.
Closely held businesses and California real estate raise tax questions that deserve real tax counsel.
Starting or running a closely held business can be fraught with problems. Add the personalities and dynamics inside a family business — children 'in the business' alongside children who aren't — and you have a recipe for anything from a well-run operation to a quiet disaster. Pre-death planning is essential: parsing the company into divisions, drafting buy-sell agreements, and planning for an independent board are tools we use regularly.
Selling a business deserves the same care. Whether it is an entity sale or an asset sale, planning should include an appraiser, an after-tax analysis, and (where applicable) the PTS rule. We help on the legal, tax, and structural sides — and coordinate with your CPA and broker.
On the real estate side, Proposition 13 caps your California property tax base — but only if you avoid a 'Change In Ownership' (CIO) by accident. Transferring property to a trust, between entities, or among family members can trigger reassessment if it is not structured carefully. We help you plan around that.
Cases We Take On
Family Business Planning
Succession, buy-sell, and governance.
Succession, buy-sell, and governance. Our attorneys have decades of experience with these matters and pursue every available remedy — from pre-suit negotiation through trial — to protect your rights and maximize your outcome.
Discuss your caseBuying & Selling a Business
Entity and asset transactions, after-tax analysis.
Entity and asset transactions, after-tax analysis. Our attorneys have decades of experience with these matters and pursue every available remedy — from pre-suit negotiation through trial — to protect your rights and maximize your outcome.
Discuss your caseProp 13 / CIO
Property tax reassessment planning.
Property tax reassessment planning. Our attorneys have decades of experience with these matters and pursue every available remedy — from pre-suit negotiation through trial — to protect your rights and maximize your outcome.
Discuss your caseOperating Agreements
LLC, partnership, and shareholder agreements.
LLC, partnership, and shareholder agreements. Our attorneys have decades of experience with these matters and pursue every available remedy — from pre-suit negotiation through trial — to protect your rights and maximize your outcome.
Discuss your caseWorker Classification
Employee vs. contractor, Trust Fund Penalty defense.
Employee vs. contractor, Trust Fund Penalty defense. Our attorneys have decades of experience with these matters and pursue every available remedy — from pre-suit negotiation through trial — to protect your rights and maximize your outcome.
Discuss your caseParent-Child Transfers
Real estate and business interests across generations.
Real estate and business interests across generations. Our attorneys have decades of experience with these matters and pursue every available remedy — from pre-suit negotiation through trial — to protect your rights and maximize your outcome.
Discuss your caseHow It Works
A clear, four-step path from your first call to the resolution you deserve.
Goals Conversation
We learn about the business, the family, and what 'success' looks like.
Tax & Structure Analysis
We model after-tax outcomes and identify the right structure.
Drafting & Negotiation
Agreements drafted to fit the deal — and to hold up when stress-tested.
Closing & Compliance
Close cleanly, then keep the documents (and the company) current.
An Advocate Who Treats Your Case Like It's Their Own
Decades of focused experience, transparent communication, and a track record built one client at a time.
Boutique-Firm Attention
You work directly with a partner — not handed off to a junior associate or a larger firm's pricing model.
After-Tax Focus
We analyze deals on after-tax economics, not headline price — coordinating with your CPA throughout.
Family-Dynamics Aware
Buy-sell terms, governance, and exit options designed to protect both the business and the relationships.
Prop 13 / CIO Planning
Trust transfers, LLC structures, and parent-child planning to preserve the property tax base.
Documents That Hold Up
Operating agreements, buy-sell agreements, and leases drafted to survive contact with real life.
Decades of Experience
88+ years of combined practice, much of it inside the Coachella Valley business community.
Where We Add Value
Tax-aware drafting, structuring, and counsel for closely held businesses and California real estate owners.
Buy-sell agreements, voting trusts, divisions for active vs. inactive children, and independent boards.
Entity vs. asset sale analysis, after-tax modeling, appraiser coordination, and PTS-rule application.
LLCs, S-corps, partnerships — formed with the tax outcome in mind.
Planning to preserve the property tax base on transfers, trust funding, and entity restructurings.
Acquisitions, dispositions, leases, and 1031-exchange coordination.
Worker-classification analysis and Trust Fund Recovery Penalty defense for business owners.
Where Closely Held Businesses Get Hurt
The expensive mistakes are almost always preventable — if they're addressed before the transaction.
Without the Right Counsel
- Family businesses with no buy-sell — and no exit for inactive children
- Asset sales structured without after-tax analysis
- Trust transfers that accidentally trigger Prop 13 reassessment
- Misclassified workers leading to Trust Fund Recovery Penalty exposure
- Operating agreements that don't reflect how the company actually runs
With Us in Your Corner
- Buy-sell agreements with funded mechanisms and clear triggers
- After-tax modeling before LOIs are signed
- CIO-aware trust funding, LLC structures, and parent-child planning
- Worker-classification reviews and clean payroll-tax compliance
- Governance documents drafted with the family's reality in mind
Family business, done right.
- Buy-sell agreements with funded mechanisms.
- Voting trusts and independent boards where helpful.
- Divisions of business interests between active and inactive children.
Real estate with Prop 13 in mind.
- Trust funding without accidental reassessment.
- Parent-child and grandparent-grandchild planning.
- LLC and entity structures evaluated for CIO exposure.
Common Questions
Straight answers to what clients ask most. Don't see your question? Reach out — we respond within 24 hours.
This is where most planning fails. Options include parsing the business into divisions, buy-sell agreements that move the active children's interest forward, and equalizing non-business assets to the inactive children. We help model the trade-offs.
It depends on the after-tax outcome for the seller, the tax basis the buyer wants, and the liabilities involved. We model both, often alongside your CPA, before any LOI is signed.
A statutorily defined event that triggers reassessment of California real estate to current fair market value — wiping out your Prop 13 base. Many transfers can be structured to avoid CIO if planned in advance.
Generally yes when properly structured — but the wrong structure or the wrong sequence can trigger reassessment. Don't sign anything until it has been reviewed.
The 'Personal Tax Service' / structure-of-the-deal analysis that determines how the after-tax dollars flow on a sale. We work it through with the CPA before terms are finalized.
California uses the ABC test for most purposes — and getting it wrong creates Trust Fund Recovery Penalty exposure for owners and officers personally. We review classification before audits, not after.
If you have co-owners — yes. The question is whether you write one now, or fight about one later. The first is far cheaper.
Yes — we coordinate the legal side and work with qualified intermediaries on like-kind exchanges of investment real estate.
Talk to an attorney — free consultation, no obligation.
Sanger & Molever guided our family business through a complex sale with clear, tax-aware advice. We knew at every step what we were signing and why.
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