Tax diligence

Tax Exposure

Income tax is only one part of SMB transaction risk; payroll, sales/use, nexus, classification and transaction structure can create obligations that require specialist review.

Buyer lens

Identify taxes and historical positions that can affect cash, structure or liabilities after closing.

Seller lens

Resolve filing gaps and reconcile returns before tax questions undermine buyer confidence.

Why it matters

Sales/use and payroll obligations can receive special legal treatment.
Multistate activity can create nexus exposure.
Entity and transaction structure affect both buyer basis and seller proceeds.

Evidence to reconcile

Federal/state/local returns
Sales/use tax filings
Payroll filings
Nexus footprint
Tax notices/audits