Where You Are – Where You Could Be!

Why an Annual Review Is the Most Overlooked Step in Business Owner Planning

By Thomas J. Perrone, CLU, CIC | Founder, New England Consulting Group of Guilford, Inc.

Ask most business owners how their planning is doing, and they’ll tell you it’s fine. They’ll say it with confidence, too — the same way most of us would say we feel healthy on any given day. But ask that question in the middle of a CT scan, and the confidence tends to disappear. The difference isn’t your health. It’s what you can’t see.

Business owner planning works the same way. The plans you built years ago may have looked airtight the day you signed them. But time passes, tax law changes, your business changes, and your family’s needs change — and none of that shows up on the surface. The documents still sit in the drawer looking just as official as they did the day you filed them. What they don’t tell you is whether they still fit.

We get the documents completed and executed, feel good about it, and then one morning realize it’s been five years — or more — since anyone looked at them again.

A Familiar Story

This pattern shows up constantly — with my clients, and with the professional colleagues I work alongside every day. The planning gets done. Everyone feels the relief of finally having “taken care of it.” Then life takes over, and the plan quietly ages in place while the world around it keeps moving.

The real risk isn’t skipping the planning altogether — most owners eventually get that part done. The risk is discovering, years later, that Washington has rewritten the rules, your business has grown or changed shape, your family situation is different, and no one ever flagged it. If any of those shifts would have changed your strategy, the only real question worth asking is: when would you have wanted to know?

Building the Fix Into the System

This is exactly the problem I built the GWT Planning System® to solve. GWT stands for Growth, Wealth, and Transition — the three areas every business owner’s planning needs to work together, not in isolation. But good structure alone isn’t enough. A plan that’s well designed on day one and never revisited is still a plan that goes stale.

So, from the very beginning, the GWT Planning System® was built with an automatic annual review woven directly into it — not an optional add-on, but part of how the system runs. Every year, that review happens. Sometimes it’s in person. Sometimes it’s a phone call. Sometimes it’s a Zoom conversation. The format isn’t the point. The consistency is.

That built-in review does three things for every client:

  • It catches tax and legal changes coming out of Washington before they quietly undermine a strategy that used to work.
  • It keeps the plan aligned with the business itself, which rarely looks the same from one year to the next — revenue, staffing, ownership, and value all shift.
  • It accounts for changes at home — a marriage, a health event, a child’s changing role in the business, a shift in retirement timing.

The Most Critical Part of Planning

Over more than fifty years of doing this work, I’ve come to see this as the most important part of what I do — not just putting the right plan in motion but making sure it stays right as everything around it keeps changing. A plan is not a document you finish once. a relationship you maintain.

If you can’t remember the last time your plan was reviewed against today’s tax law, today’s business, and today’s family circumstances, that’s worth changing before it becomes a costly surprise. The goal isn’t to redo the planning every year — it’s to know, every year, exactly where you stand and where you could be.

The goal isn’t to redo the planning every year — it’s to know, every year, exactly where you stand and where you could be.

If it’s been a while since your plan had a real second look, let’s put one on the calendar.

tperrone@necgginc.com

Questions? Call me.  My Calendar

Download Your Free GWT Report- Learn how the GWT Planning System® can be your pathway to solid up to date planning and help you with decisions for the future:  Click

Are you Building your Business by Design…or by luck?

The Insurance-Holding LLC: A Smarter Way to Fund Your Buy-Sell Agreement

 

By Thomas J. Perrone, CLU, CIC

Every multi-owner business eventually asks the same uncomfortable question: what happens if one of us dies, becomes disabled, or wants out? A buy-sell agreement answers the “what” — it’s the legal contract that says the remaining owners (or the business) will buy out a departing owner’s interest. But a buy-sell agreement is only as good as its funding mechanism. Promises to pay are worthless if the cash isn’t there when it’s needed.

Life insurance is the most common way to fund a buy-sell agreement, because it delivers cash exactly when it’s needed most — at death. The harder question is *who should own the policies*. For businesses with more than two or three owners, a growing number of advisors are turning to a special-purpose LLC created solely to hold those policies. Here’s how it works, and why it might be the cleanest solution on the table.

The Problem With the Traditional Options

There are two classic ways to structure buy-sell funding:

Cross-purchase agreements** have each owner personally buy a policy on every other owner. This works fine with two owners (two policies), but the math explodes quickly. Four owners need twelve policies. Six owners need thirty. Every time an owner joins or leaves, policies have to be rewritten. It’s an administrative nightmare, and it often means owners of different ages and health statuses paying wildly different premiums for equal buyout rights.

Entity-purchase (redemption) agreements** solve the multiple-policy problem — the company itself owns one policy per owner — but they create a different issue: when the company redeems a deceased owner’s shares, the surviving owners don’t get a step-up in the cost basis of their own interests. That can mean a much bigger capital gains tax bill down the road when they eventually sell

The LLC Solution

An insurance-holding LLC splits the difference. The owners form a separate LLC — sometimes called a “special-purpose entity” or “insurance LLC” — whose only job is to own and administer life insurance policies on each business owner. The LLC is typically structured as a partnership for tax purposes, with each business owner holding a membership interest proportional to their stake in the operating company.

Here’s the flow:

– The LLC purchases one policy on each owner’s life (not one per pairing, so the policy count stays low no matter how many owners there are).

– Each owner (or the operating business) contributes cash to the LLC to cover premiums.

– When an owner dies, the LLC receives the death benefit tax-free.

– The LLC uses those proceeds to purchase the deceased owner’s interest in the operating business, distributing it to the surviving members according to the buy-sell terms.

Because the LLC — not the individual owners — is treated as the policy owner and beneficiary, and because it’s taxed as a partnership, the surviving owners generally receive a basis step-up in their LLC interests similar to what a cross-purchase arrangement provides, while avoiding the multiple-policy headache of a true cross-purchase.

Why Owners Like It

Fewer policies, less administration. One policy per owner, held in a single entity, instead of a tangle of cross-owned contracts.

– Basis step-up preserved. Surviving owners’ tax basis generally increases, which can meaningfully reduce future capital gains taxes.

Avoids the transfer-for-value trap. Because all owners are members of the same LLC from the outset, properly structured transfers among them typically fall within IRS exceptions that keep the death benefit income-tax-free.

Built-in flexibility. New owners can be added as LLC members without rewriting a web of cross-purchase contracts.

Creditor separation. Holding policies in a distinct entity can offer a layer of separation from the operating company’s business risks.

What to Watch Out For

This structure isn’t a free lunch. It adds a second legal entity to maintain — its own operating agreement, its own tax filings, its own bank account for premium payments. The IRS has scrutinized partnership-owned life insurance arrangements in the past, so the LLC operating agreement needs to be drafted carefully, with real economic substance and clear treatment of premium contributions as capital contributions rather than disguised gifts. It also requires everyone to stay disciplined about funding premiums on time, since a lapsed policy defeats the entire purpose of the plan.

Is It Right for Your Business?

The insurance-holding LLC tends to make the most sense once you have three or more owners, where cross-purchase becomes unwieldy but the tax advantages over a straight entity redemption still matter. For two-owner businesses, a simple cross-purchase or entity-purchase plan may be all you need.

As with any buy-sell funding decision, this isn’t something to set up from a blog post. Work with a business attorney and a tax advisor who can model the specific numbers for your ownership structure, confirm the entity is respected for tax purposes, and make sure the policies, the operating agreement, and the buy-sell agreement itself are all pulling in the same direction. Get it right once, and it’s one less thing your partners have to worry about when the unexpected happens.

This article is for general informational purposes only and does not constitute legal, tax, or financial advice. Consult a qualified attorney and tax professional before implementing any buy-sell funding strategy.

 

Discussion: :My Calendar

Website: www.bpbpgrp.com/tom

203.530.6615

tperrone@necgginc.com

Check out this : Cheapest Way To Fund Your Buy and Sell Agreement

FREE DOWNLOAD CLICK HERE: THE BSA GUIDE

 

Seven Things Buyers May Pay More for When Purchasing a Business


By: Thomas J. Perrone, CLU, CIC

How to Build a More Valuable and Transferable Company

Many business owners ask:

What is my business worth?

That is an important question. But an even more valuable question may be:

What can I do today to make my business worth more in the future?

When buyers evaluate a company, they are not simply looking at past revenue. They are evaluating the company’s ability to generate future cash flow—and the risks that could prevent that from happening.

Businesses with dependable earnings, strong customer relationships, capable employees, effective systems, and less dependence on the owner may be more attractive to buyers.

Here are seven things buyers may be willing to pay more for because you build the business around strong value drivers. 

1. Predictable and Growing Cash Flow

Revenue is important, but consistent profits and reliable cash flow are often more meaningful.

A company with steady earnings may be more attractive than a company with higher but unpredictable profits. Buyers want confidence that the business can continue generating cash after the sale.

Business owners should focus on improving profit margins, controlling unnecessary expenses, and creating a history of dependable financial performance.

2. Recurring Revenue and Strong Customer Relationships

Recurring revenue can make future earnings easier to predict.

Service agreements, subscriptions, maintenance contracts, memberships, and repeat customers may provide greater visibility into future revenue.

Buyers may also look at customer retention and customer concentration. A company that depends heavily on one or two customers may present more risk than a business with a broad and diversified customer base.

An important question is:

Are customers loyal to the company—or primarily loyal to the owner?

Customer relationships that can continue after the owner leaves may increase the company’s transferability.

3. A Business That Can Operate Without the Owner

Owner dependence can reduce business value.

If the owner is responsible for most sales, customer relationships, major decisions, and daily operations, a buyer may question what will happen after the owner leaves.

A useful test is to ask:

Could the company continue operating successfully if the owner were absent for 30, 60, or 90 days?

transferable it may become.

4. A Strong Management Team and Capable Employees

Buyers are not only acquiring the company’s assets. They may also acquire the knowledge and experience of their employees.

A capable management team can provide continuity and help the business maintain its performance after a sale.

Business owners should identify key employees, develop future leaders, and create strategies that encourage important people to remain with the company.

A business with leadership depth may be less dependent on any one individual.

5. Documented Systems and Operating Processes

Businesses are often more transferable when important processes are documented and repeatable.

Written procedures for sales, employee training, customer service, pricing, quality control, and financial management can help a buyer understand how the company operates.

Strong systems may also improve consistency, reduce errors, and make the business easier to manage.

The goal is to build a company that operates through reliable systems—not simply through the owner’s experience and memory.

6. A Sustainable Competitive Advantage

Why do customers choose your company instead of a competitor?

Your advantage may be a compelling reputation, specialized expertise, proprietary technology, a recognized brand, a unique service model, or long-term customer relationships.

The key is whether that advantage is sustainable and difficult for competitors to duplicate.

A strong competitive position may help protect customer relationships, support healthy profit margins, and create greater confidence in the company’s future.

7. Clean Financial Records and Lower Business Risk

Buyers need to understand the company’s financial performance.

Accurate and timely financial records can make it easier to evaluate revenue, expenses, profits, cash flow, and future opportunities.

Buyers may also examine risks involving customer concentration, debt, legal issues, insurance, technology, employee obligations, and ownership agreements.

Reducing risks can be just as important as increasing revenue.

The Common Factor: Buyer Confidence

These seven value drivers have one important thing in common:

Buyers may pay more when they have greater confidence in the future of the business. 

They want confidence that:

– Cash flow will continue.

– Customers will remain.

– Employees and management can operate the company.

– Systems are documented and repeatable.

– The company has a sustainable competitive advantage.

– Financial information is reliable.

– Business risks are identified and managed.

Two companies with similar revenue and profits may receive very different valuations because one is more predictable, less dependent on its owner, and easier to transfer.

Build Value Before You Need to Sell

Business owners should not wait until retirement is approaching to begin building value.

Improving cash flow, developing management, documenting systems, reducing owner dependence, and strengthening customer relationships may take years.

These improvements can benefit the owner even if the business is never sold. A stronger company may produce greater profitability, reduce owner stress, improve operational efficiency, and provide more choices for the future.

Through the GWT Planning System®, Business owners can evaluate where their company is today, identify opportunities to build and protect value, and develop strategies for converting business equity into future financial security.

The goal is not simply to build a business that someone else wants to buy.

The goal is to build a business worth owning, worth protecting, and worth paying more for. 

tperrone@necgginc.com

Wish To Discuss Lets Talk:  Toms Calendar

203.530.6615

Website: www.bpbpgrp.com/Tom

Resources:

Free Download Business Building Guide Call “  Growing Your Business On Purpose”

Podcast: What Buyers Really Look For When buying Your Business!

The Asset Gap: The Silent Threat to Your Exit Plan

By Thomas J. Perrone, CLU, CIC (Excepts from John Brown’s “The Definitive Guide To Addressing The Asset Gap. (Thank you John)

Why the number in your head may have nothing to do with the number you actually need — and how to find out before it’s too late to fix.

The Asset Gap: The Silent Threat to Your Exit Plan

Most business owners believe they know two numbers cold: what their business is worth, and what they’ll need to live on once they sell it. Those two beliefs quietly shape every decision an owner makes about timing an exit, negotiating a deal, and walking away with peace of mind. The uncomfortable truth is that for the vast majority of owners, at least one of those numbers is wrong — and the gap between belief and reality has a name: the Asset Gap.

What Is an Asset Gap, Really?

The Asset Gap is simply the difference between what a business owner currently has and what that owner actually needs to exit the business on his or her own terms. It sounds like a straightforward math problem. In practice, almost no owner has done the math.

Every real Gap Analysis asks five questions:

  • Is your financial security goal accurate, or unrealistically low?
  • Have you accurately quantified the resources available to you today?
  • Do you have an Asset Gap — a shortfall between what you have and what you need?
  • How big is that gap?
  • What must you do to close it?

Here is the number that should stop every owner in their tracks: only 18% of business owners have ever discussed their exit with an Exit Planning Advisor. The other 82% are running their most important financial decision on assumptions, sentiment, and hope — often until it is too late to do anything about it.

The Misperception Spell

John H. Brown, founder of the Business Enterprise Institute, gave this problem a name: the Misperception Spell. It describes what happens when the information an owner is using to plan an exit is vastly different from the facts. Six assumptions feed the spell most often:

  • The amount of income they’ll need after they exit
  • How long they and their spouse will live
  • The rate of return they expect on invested assets
  • The value they assign to their company
  • The growth rate they predict for value and cash flow
  • The net proceeds they expect from a sale

The Misperception Spell isn’t a character flaw — it’s just what happens when nobody has run the numbers.

Francis: A Gap Analysis in Action

Consider Francis, a business owner who was confident he had no Asset Gap at all. When his numbers were finally tested against the facts, the picture changed dramatically.

What Francis TrackedHis AssumptionThe Facts (After Gap Analysis)
Business value$1.5 million$1 million (appraised, pre-tax)
Post-exit income needed$120,000 / year$200,000 / year (pre-tax)
Years of retirement funded25 years33 years (life expectancy)
Withdrawal / return rate7%4%
Investable assets needed~$2 million$4.5–5 million

The result: a real Asset Gap of $2 to $3 million — not the $0 gap Francis believed he had. Every one of his assumptions was reasonable. Every one of them was also incomplete or optimistic in a way that, left unchecked, would have surfaced only after he could no longer fix it.

The Asset Gap as a Map

Every client’s journey toward a successful exit has four elements, and they answer four simple questions: Where are you? Where are you going? What’s the distance? How do you get there?

  • A Starting Point — business value (after tax), non-business investments, and expected Social Security.
  • A Destination — the investable assets needed, based on life expectancy and spending needs.
  • The Distance — the dollar gap between what an owner has today and what the goal requires.
  • The Map — a step-by-step plan, built with the owner’s Advisor Team, to close the gap by the exit date.

A Small Investment Buys Real Facts

Francis’s full Gap Analysis — a business appraisal, a CPA review, and a financial planning assessment — cost him $5,000. Professional valuations of this kind typically run $5,000 to $10,000: a modest price next to the cost of building an entire Exit Plan on guesses.

A real Gap Analysis pays off in five ways. It:

  • Clears misperceptions before they sabotage the Exit Plan
  • Keeps owners in control of their business and their timeline
  • Replaces assumptions with facts the whole Advisor Team can use
  • Puts the upfront cost in context against the far greater cost of guessing wrong
  • Motivates owners to act sooner, while there is still time to close the gap

Be the Exception

Most owners discover the true size of their Asset Gap only when they are ready to exit — the one moment when it is hardest, and sometimes impossible, to do anything about it. You do not have to be one of them.

Review the five Gap Analysis questions early, and revisit them often. Replace sentiment and hope with facts from a real Advisor Team. Give yourself the best chance to exit when you want, for the money you need, to the person you choose.

Ready to Find Your Number?

If you have never had your own Asset Gap quantified, now is the time — not the year you plan to walk away. Take the three-minute Business Owner Viewpoint Survey to get your own “Where You Are” report, or reach out directly to start a conversation about your Gap Analysis.

Thomas J. Perrone, CLU, CIC

President & Founder, New England Consulting Group of Guilford, Inc.

203.530.6615 | tperrone@necgginc.com

Source contribution: John Brown and the Business Enterprise Institute, Exit Planning Series.

ONE BIG BEAUTIFUL BILL AND How To Use Some Of The Strategies That Have Come Out Of The Bill.  

Thomas J. Perrone, CLU, CIC

Ed Pratesi, the Managing Director of Valuation & Transition Strategies, LLC. I help business owners and their advisors achieve a stress-free process to learn the value of their business, how to increase its value, and the development & execution of a transition strategy or strategies. 

Enhanced expense deduction capability – be careful how you execute – too much of a good thing can leave you cash poor and a tax liability 

QSBS – liberalizing the rules allows C 
corporation business owners to potentially shield 100% of their capital gains on sale. 

– This present gifting scenarios to sort of spread the wealth – couple the prospect of valuation discounts and you have a winner 

With the gift tax exemption rises to $15M 

under the Bill – family wealth planning with SLAT’s and other vehicles are enhanced with valuation discounts. Eepratesi@gmail.com  

JOHN SALEMI. John Salemi: OFFICE MANAGING PARTNER, UHY FARMINGTON CT; has thirty years of professional experience, with a specialization in tax issues and management consulting. John can draw upon his practical financial background in addressing the many managerial problems confronting business owners in today’s complex economic and regulatory environment.Jsalemi@uhy-us.com  

R&D Credits /Depreciation changes /Interest deductions – Section 163(j) 

TOM PERRONE Founder and President of New England Consulting Group of Guilford, Inc.  Estate and Business planning, and Executive Compensation. tperrone@necgginc.com  

•Grantor Trust 

•Non-Grantor Trust (SALT) 

•Decanting OF Trusts for IDIT – SWIPE PROPERTY 

•Cash Flow and Executive Benefits 

listen to the podcast…

https://podcasts.apple.com/us/podcast/building-and-protecting-your-business-worth/id1539791693?i=1000736782334

QUESTIONS TO tperrone@necgginc.com