Arizona Practice Sale
Tax Implications: A Physician's Briefing
The difference between an asset sale and a stock sale in an Arizona optometry transaction is not an accounting footnote — it can represent $150,000 to $400,000 in after-tax proceeds on a $2M transaction. Lumina Medical Capital ensures you enter every negotiation with the tax architecture mapped.
Tax Disclaimer: This report is educational intelligence — not tax advice. Arizona and federal tax law governing practice sales is complex, fact-specific, and subject to legislative change. Engage a qualified healthcare CPA before structuring or executing any practice sale transaction. See our Scottsdale OD Advisory Directory for vetted healthcare CPA resources in the Maricopa County market.
Intelligence Report — Node 07
The Tax Architecture of an Optometry Practice Sale
Lumina Medical Capital structures capital for Arizona optometry transactions at the intersection of finance, regulatory compliance, and tax architecture. The tax dimension of a practice sale is not a post-close consideration — it is a negotiating variable that must be optimized during transaction structuring, before the purchase agreement is drafted.
Most Arizona ODs approach a practice sale with a single number in mind: the purchase price. Buyers — particularly DSO platforms and institutional capital committees — arrive with a second number already calculated: their after-tax cost. The gap between these two perspectives is where most transaction value is lost. Understanding the tax treatment of every component of your transaction proceeds is the analytical discipline that closes that gap.
The Foundational Decision
Asset Sale vs. Stock Sale: The Most Consequential Tax Choice
Nearly every optometry practice sale in Arizona is structured as one of two fundamental transaction types — and the tax consequences for the seller differ materially between them.
*Rates shown are federal maximums. Arizona state income tax of 2.5% applies additionally. Actual rates depend on filing status, income level, and entity structure. Consult your CPA.
Asset Allocation Architecture
The Form 8594 Allocation: Where Transaction Value Is Won and Lost
In an asset sale, both buyer and seller must file IRS Form 8594 reflecting the agreed purchase price allocation across seven asset classes. The allocation determines tax character — and therefore the seller's after-tax proceeds. Negotiating the allocation is as important as negotiating the headline price.
Lumina's capital advisory engages your healthcare CPA before LOI execution to establish an allocation strategy that maximizes capital gains treatment on the largest possible portion of transaction proceeds.
Seller's strategy: maximize allocation to Class VII (goodwill — capital gains). Minimize allocation to Class V (equipment — ordinary income via recapture) and Class VI (intangibles — ordinary income). Buyer's incentives are frequently the opposite. The allocation is negotiable.
When a seller accepts a seller note (deferred consideration), the installment sale method allows capital gains to be recognized ratably as payments are received — rather than all in the sale year.
Spreads capital gains across the note term (typically 3–7 years), potentially keeping the seller in a lower bracket each year.
Interest on the seller note is taxable as ordinary income annually — keep note rate at the IRS Applicable Federal Rate minimum.
Seller bears default risk on uncollected installments — buyer creditworthiness and collateral structure are critical.
Not available for depreciation recapture — recaptured ordinary income must be recognized in the sale year regardless.
Flat 2.5% Arizona income tax on all taxable income — there is no separate Arizona long-term capital gains rate. Capital gains are taxed as ordinary income at the state level.
No Arizona estate tax — simplifies estate planning around practice exit for older ODs.
Transaction privilege tax (TPT) does not typically apply to professional practice sales, but equipment and inventory transfers may trigger specific classification analysis.
Residency matters — ODs who relocate outside Arizona before closing may be subject to multi-state apportionment depending on where the practice income was generated.
The Price Is One Number.
The After-Tax Proceeds Are Another.
Lumina Medical Capital engages tax architecture at the term-sheet stage — not after the purchase agreement is signed. The allocation negotiation, structure selection, and installment mechanics are decided before you commit to a buyer. That sequence is the difference between the price you accepted and the proceeds you received.
Initialize Practice Equity Assessment →Complimentary advisory. Coordinate with your healthcare CPA.