The deal isn't theonly deadline.
Some of your best planning opportunities disappear long before your business actually sells. See what’s still on the table and what disappears as your liquidity event gets closer.
Where you are on the runway.
Enter the date the deal is expected to sign, not the date cash lands. Most of these doors close at signing, not at closing.
The moment a binding commitment exists. For most of the tax items below that is the definitive agreement, and for several of them a signed letter of intent is already enough to close the door. Courts and the IRS look at when the sale became practically certain, not at when the wire cleared.
12 of 12
Enter a target close date to sort the list.
The next deadline. Enter a date to see which item runs out first.
Items are spaced in list order, not to scale. The green line is where you are. Item 12 sits past the wall because it survives it.
General educational information, not tax or legal advice. Every item below needs the named professional before you act on it.
See what’s still possible before the window closes.
Furthest deadline first
Tap any item to open it
Two more doors after signing.
Both are short-fuse elections measured in days from the sale date, and both are missed regularly because everyone is exhausted by then. Item 12 above is the third, and the most forgiving of the three.
60 days
Section 1045 rollover
If the stock was qualified but you sold before clearing the holding period, reinvesting the proceeds into new qualified small business stock within sixty days rolls the gain forward instead of recognizing it. The original shares must have been held more than six months to be eligible, and rolling pre-July-2025 stock does not convert it to the newer regime.
180 days
Opportunity zone deferral
Reinvesting the gain into a qualified opportunity fund within a hundred and eighty days defers it. OBBBA made the program permanent from 2027 and added rural funds with a larger basis step-up, so the calculus differs depending on which side of that date you sell.
What this list isn't.
A list of arbitrary deadlines
Every liquidity event is different, but the advantage of starting early is universal. These windows reflect when key planning strategies are typically most practical and effective: before deal terms, valuations, and timelines begin limiting your options.
It doesn't know your deal
Stock versus asset sale, earnout, rollover equity, and whether you are selling a corporation or an interest in a partnership all change which items even apply to you. Several of these will be irrelevant to your situation.
It doesn't know your state
California in particular has its own rules on residency, sourcing, and trusts, and SB 131 closed a structure that a lot of older planning material still recommends. State counsel is not optional here.
Closed is not always closed
A door marked closed is one where the usual planning window has passed, not one where nothing can be done. Some items have late-stage variants that are worse but real. That conversation is a specific one.
It is not a substitute for counsel
Every item names who has to be involved for a reason. This list is useful for knowing what to ask and when to ask it, and that is the whole of its ambition.
Not a recommendation
The presence of an item is not advice that you should do it. Several of these strategies are wrong for most people, and a few carry costs that outrun the tax saved.
Prepared under federal tax rules in effect for tax year 2026, including the One Big Beautiful Bill Act (P.L. 119-21). Tax law changes, and the treatment of any particular transaction depends on facts not captured here. This page provides general educational information only. It is not tax, legal, or investment advice, not a recommendation, and not an offer to buy or sell any security. Carrara Capital, LLC does not provide tax or legal advice. Consult your own tax adviser and attorney before acting on anything on this page.
Bring your list.We'll tell you which ones matter.
Most of the value in a liquidity event is decided in the eighteen months nobody is thinking about it yet. The sooner you start the conversation, the better.