Gut Check on Entity Structure for Asset Purchase

searcher profile

July 08, 2025

by a searcher from Georgia Institute of Technology in Indian Land, SC 29707, USA

I’m under LOI on a manufacturing business in North Carolina. It’s an asset purchase, and I’m working through entity formation. I’d love to get a gut check from anyone who’s structured deals like this, especially with SBA financing in the mix. Here’s the working plan: Family Trust --> HoldCo (LLC) --> OpCo (S-Corp) + RECo (LLC) • OpCo will acquire and operate the business • RECo will own the real estate and lease it back to OpCo • HoldCo would own 100% of both • Family Trust owns HoldCo for estate planning purposes Goal is to keep it SBA-friendly while preserving long-term flexibility for growth, governance, and potential equity participation. A couple things I’m watching closely: • Making sure OpCo qualifies for S-Corp election under this setup • Confirming that SBA doesn’t view the trust ownership as an issue • Avoiding unnecessary complexity if this structure isn’t adding real value Would love to hear from anyone who’s: • Used a similar setup • Run into pitfalls with trust → HoldCo layering • Navigated SBA approval smoothly with this kind of structure Appreciate any feedback or war stories. Happy to share what I learn in return.
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Reply by a professional
from Seton Hall University in Morristown, NJ 07960, USA
Definitely ask an attorney about the structure. My immediate reaction is that an LLC cannot be an S-Corp shareholder. If the LLC is single-member and disregarded, maybe the trust could be a shareholder, but as others have said, the trust has to be of a specific type to qualify as an S-Corp shareholder.
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Reply by an intermediary
from Harvard University in Los Angeles, CA, USA
Miguel--Please talk to a M&A attorney and dive into the details of your plan. Do not listen to online advice exclusively.
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