Hi there,

I have agreement on an LOI to acquire a financial services business (an LLC) using SBA debt and would like for one minority shareholder (c.5%) to retain his/her stake going forward.

My current understanding is this would require a share deal under SBA rules. In a share deal, however, I wouldn't create the goodwill I could amortize over 15 years.

For corporations I know there is a way to treat a share deal as an asset deal (338(h)(10) election), but does anybody have experience/knowledge about a similar structure for LLCs?

Any recommendation for a good SBA tax accountant would also be greatly appreciated.

Thank you.