Most owners sell a business once. The buyer has done it many times, and so have the buyer’s lawyers and bankers.
The owner shows up with a CPA who files the returns and an attorney who drafted the operating agreement, and a lot of hope. Exit planning exists to close that gap, years before anyone signs a letter of intent.
Exit planning for Rochester business owners
Morrowgate is based in Rochester and works with owners across Monroe and Ontario counties and the rest of Western New York, alongside the CPA and attorney you already use. Greg Garone is a Certified Exit Planning Advisor (CEPA®).
A New York owner’s exit has a few questions that owners elsewhere don’t face:
- New York tax on the sale: the state income tax on top of the federal tax, and how the deal’s structure changes both.
- The New York estate tax cliff: a sale can turn a business that was hard to value into cash that pushes an estate over it.
- Moving before or after the sale: what changing residency can and can’t do, and what New York checks.
- Passing the business to family: control, fairness to the other children, and the estate plan.
Your first step is a conversation about where the business and your plans stand today. Ask about your exit.
What the CEPA credential is
The Certified Exit Planning Advisor designation is awarded by the Exit Planning Institute. To earn it, candidates need at least five years of full-time work directly with business owners, as an advisor, attorney, CPA, banker or similar.
They must also be members of the institute. They complete a five-day program covering valuation, exit options, private equity, family and internal transfers, ESOPs and the owner’s personal planning, then pass a proctored, closed-book exam. Keeping it requires 40 hours of continuing education every three years.
Like any designation, it’s a starting point, not a guarantee. You can verify that someone holds it in the institute’s public directory and FINRA’s professional designations database.
What exit planning covers
The business
What it’s worth today, what drives that value, and what could raise it before a sale: customer concentration, management depth, clean financials.
Your number
What the sale has to net, after debt, taxes and terms, to fund the rest of your life. Price and proceeds are not the same thing.
Your options
A sale to a strategic buyer or private equity, a family transfer, a management buyout, an ESOP, or keeping it and stepping back.
Taxes and terms
Asset or stock sale, QSBS, installment payments, earnouts, rollover equity, and New York residency, worked through with your CPA and attorney.
The estate
Gifting before a sale, trusts and New York’s estate tax cliff, coordinated with your estate attorney.
Life after
What you’ll do, how the money will be managed, and what the family needs to know.
Who does what
| Role | What they do | What they don’t |
|---|---|---|
| Exit planner (CEPA) | Plans the whole transition, sets the goal, coordinates the team | Sell the business, write legal documents or file taxes |
| Business broker or M&A advisor | Markets the business, finds buyers, negotiates price | Plan your personal finances after the sale |
| Transaction attorney | Letters of intent, purchase agreements, entity and estate documents | Decide what you need to net |
| CPA | Tax structure, returns, quality of earnings preparation | Run the sale process |
| Valuation professional | An independent opinion of value | Advise you on whether to sell |
When to start
Earlier than most owners think. Three to five years before an exit is common advice.
The things that raise value take time: a team that runs without you, recurring revenue and clean books. So do the tax and estate moves that only work before a buyer is at the table. If a buyer has already called, start now anyway. There’s still a lot to decide before you sign.
The most expensive time to start planning is after the letter of intent. Once terms are signed, many of the tax and estate options have closed, and you’re negotiating on someone else’s timeline.
Choosing an exit planner
- Ask how they’re paid, and whether they earn anything when the business sells or when you invest the proceeds.
- Ask who they work with, and whether they’ll work with your existing CPA and attorney.
- Ask what you’ll have in hand: a written plan, a readiness review, a proceeds estimate.
- Ask how many owners they’ve worked with through a sale or transition, and what kind of businesses.
- Verify the credential and look the person up on the SEC’s and FINRA’s public databases.
How Morrowgate works with owners. Greg Garone is a Certified Exit Planning Advisor based in Rochester. He plans your side of the exit: readiness, the number the sale has to net, your options and life after. He also coordinates your CPA, attorney and any broker or banker, so the plan and the deal line up. He doesn’t sell businesses or give legal or tax advice. Fees are explained in writing before you decide.
Questions owners ask
What does CEPA stand for?
Certified Exit Planning Advisor, a designation from the Exit Planning Institute focused on business owner transitions.
Is an exit planner the same as a business broker?
No. A broker sells the business and is usually paid when it sells. An exit planner plans the owner’s whole transition, including whether, when and how to sell.
Do I need an exit planner if I’m not selling soon?
That’s when it helps most. Value, tax and estate work takes years. Owners who aren’t selling soon have the most options.
Will an exit planner work with my CPA and attorney?
A good one should. The job is to coordinate the professionals you already trust, not replace them.
Where this guidance stops
This article is general education on exit planning and the CEPA designation: how the rules and the options generally work.
It is not tax, legal or investment advice, and nothing here is a recommendation for your situation. Rules change and outcomes turn on the facts, which is why a CPA and an attorney look at a family’s own numbers before anything is done.
Sources
- FINRA: Certified Exit Planning Advisor (CEPA) designation
- Exit Planning Institute: Exit planning FAQs
- Exit Planning Institute: Certification comparison
- SEC: Investment Adviser Public Disclosure