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Many Business Owners Regret How They Sold. Here’s Why.

By Frazer Rice

A founder can spend 20 years building something extraordinary and watch 90 bad days at the closing table cost them a significant portion of what they built. These 90 days are typically not a fluke; they are the inevitable result of years of owner-dependence and insufficient financial structuring. After all, a business that only runs because its owner shows up every day isn’t a transferable asset; it’s just a high-paying job.

To understand why so many exits go off the rails, I recently spoke with Alexandria Seydel of Ripple’s Edge Advisors, a firm that works with founders three to five years before they go to market, getting their business ready for when a buyer starts looking under the hood.

One statistic she shared has stayed with me since we spoke: somewhere between 70% and 80% of owners report dissatisfaction after selling. The deal itself usually closed without incident. What soured the experience, in many cases, was who they sold to and how the process unfolded along the way.

Alexandria and I are looking at the same problem from different chairs, hers on the business balance sheet, mine on the personal and fiduciary side.

Here is what I tell founders who are starting to think seriously about exit planning and business exit readiness, well before the term sheet arrives.

The Business Has to Run Without You

Most owners believe their company could function without them in the room, but few have tested that belief. Here is a useful exercise, one I borrowed happily from Alex: imagine three weeks in Europe with no cell reception. Who calls first, and what decisions stall while you’re unreachable? By the time you land, what is still sitting undone in your inbox?

The answers usually reveal exactly where owner dependence will be used against them at the negotiating table, long before a banker ever runs a valuation model.

Buyers price this risk directly. Think of a law firm built almost entirely on one lawyer’s reputation, where clients hire the person and not the practice. Or picture a founder-led manufacturer whose largest accounts have never spoken to anyone but the owner in 15 years.

Businesses like these look larger on paper than a buyer will ever pay for, because the value walks out the door with the founder. The fix won’t be glamorous: training a successor, documenting how decisions get made, and moving client relationships onto a team rather than resting them on one person’s calendar.

Given three to five years, that work is manageable. Given three months before a letter of intent lands, it is close to impossible.

What a Buyer Finds When They Look Under the Hood

Buyers do not pay for a story about the business. They pay for what survives diligence, the process where a buyer’s team verifies the financials, contracts, and operations before money changes hands. These are just a few examples of due diligence red flags the buyer may look for:

• An unruly set of books that would embarrass a public company raises questions before a single conversation happens about price
• Indications of the owner’s personal spending running through the income statement 
• Languishing accounts receivable that has not been cleaned up in years 
• Accounts payable periods that seem to be longer each year

Each of these becomes a lever for a lower price after the letter of intent is signed, which is precisely the wrong moment to discover them.

Consider a made-up but common example: a boat, a car lease, or a family member on payroll in name only, each suppressing EBITDA (i.e., earnings before interest, taxes, depreciation, and amortization) for years without the owner noticing. 

Pull those personal expenses back out, and a buyer starts applying their multiple against a larger, cleaner number instead of a discounted one. The exercise simply makes sure the price reflects what the business truly earns.

Professionalizing the back office carries similar weight. Larger and public acquirers want a business that could slot into their own reporting structure without months of cleanup on their end. Formal financials, documented processes, and a management team that functions the way the org chart says it does all reduce the number of reasons a buyer has to reprice the deal at the eleventh hour.

The Deal’s Structure Determines What You Keep

Owners tend to fixate on the headline price, but the structure behind that number often determines what they walk away with. Most acquisitions pay the seller in layers: some cash at close, an earnout tied to how the business performs afterward, and a retained stake in the buyer’s company.

I encourage every client to run one test before signing anything: if the earnout and the retained stake both went to zero, would the cash at close still feel like a fair outcome on its own? If the answer is yes, everything else is a potential gain on top of an outcome you’ve already accepted. If the answer is no, that is the signal to negotiate harder, restructure the deal, or wait.

Rollover equity in particular deserves a healthy dose of skepticism. Buyers will often tell a seller that the retained stake is going to multiply many times over, and in some deals it has—but in plenty of others, it was worth nothing within five years. Treat it as a potential bonus, never as the foundation of a retirement plan.

Start Three to Five Years Before You Think You Need To

Owners that end up satisfied with a sale started planning well before they were ready to sign anything. On my side of the table, that means engineering what an ordinary Tuesday looks like a year after closing, well beyond the vacation that follows the wire transfer. 

The owners I see struggle most after a transaction closes are the ones who lost the structure and purpose that came from running their company, without ever building a plan for what would replace it.

On the operating side, that same runway allows time for succession planning, cleaner financials, and reduced owner dependence: the things that determine whether a buyer sees a transferable asset or a business that only functions because one person shows up every day.

Family-owned businesses carry an added layer of complexity. When some owners want to grow and others want liquidity, that misalignment tends to surface the moment a buyer starts asking questions. Addressing it early, through honest conversation and documented governance, keeps a single disagreement from becoming a reason to reprice the deal or walk away from it entirely.

None of this replaces coordinated advice from professionals who understand both the personal and business sides of a transaction. The owners navigating an exit well are usually the ones whose advisors were already talking to one another years before the process began. That coordination is what Next Vantage is built to provide: a single point of oversight that keeps the tax, legal, and wealth planning aligned from the early stages through the close and beyond.

The Right Time to Plan Is Before You Need To

If you are a founder starting to think seriously about what a sale should look like, start that conversation long before the first offer arrives. Contact us at (212) 433-1108 or frice@nextcapitalmgmt.com.

Frequently Asked Questions About Preparing a Business for Sale

When should a business owner start preparing to sell?

Three to five years before a sale is the range most advisors point to, and for good reason. That window allows time to reduce owner dependence, clean up financials, and train a successor, all of which take longer than most owners expect. 

Starting even a year in advance is far better than starting once a buyer is already at the table, but the earlier this work begins, the more options an owner has when it matters most.

What does owner dependence mean, and why does it affect sale price?

Owner dependence describes how much of a business’s revenue, client relationships, or day-to-day operations rely on one person, usually the founder. A business that only runs smoothly because the owner is personally involved in sales, decisions, or key relationships looks riskier to a buyer, because that value may not transfer after closing. Reducing owner dependence, through delegation, documentation, and a trained team, tends to support a stronger multiple.

How does deal structure affect what an owner ends up keeping?

Many acquisitions split payment across cash at close, an earnout tied to future performance, and rollover equity in the buyer’s company. Each piece carries different risk: cash at close is certain, while an earnout depends on performance the owner may no longer control, and rollover equity depends on the buyer’s future success, which is uncertain by nature. Understanding how much of the total number is genuinely certain, versus contingent on outcomes outside the owner’s control, is central to evaluating any offer.

What happens during a business diligence process, and why does timing matter?

Diligence is when a buyer examines financials, contracts, operations, and legal history in detail. Issues found during this process, such as disorganized books or unclear ownership of intellectual property, typically lead to a lower price or a walk-away deal instead of a quick fix once the process is underway. Addressing these issues years before going to market, instead of waiting for diligence to surface them, preserves both negotiating position and price.

How do family dynamics affect a business sale?

When family members disagree about whether to grow, sell, or hold, that misalignment tends to surface during diligence and can concern a buyer regardless of the business’s underlying performance. Addressing disagreements early, through honest conversation and clear governance, keeps a personal disagreement from becoming a business risk in a buyer’s eyes.

About Frazer

Frazer Rice is Director of Family Office Services and a Partner at Next Vantage, the Family Office Services group of Next Capital Management in New York City, where he has spent more than two decades advising families navigating exceptional financial complexity.

QSBS Rollover: How to Keep the Clock Running Into Your Next Venture

By Dan Magier, CFP® and CAIA®

The acquisition offer arrives at year three. The terms are good (genuinely good), and you want to take it. But you’ve been counting on QSBS to shelter a significant portion of the gain, and five years is the threshold. You’re two years short.

Most founders at this point believe they have two choices: turn down the deal or forfeit the tax benefit. Neither is true, but the option that exists has a 60-day deadline and very specific requirements, which almost never comes up until after the term sheet is signed.

That option is Section 1045, the rollover provision written into the tax code alongside Section 1202. It allows you to sell qualifying stock before the five-year mark, reinvest the proceeds into new QSBS within 60 days, and defer the gain on the original sale. The holding period from your original shares carries over to the replacement shares, so the clock doesn’t restart.

This strategy rarely works when founders discover it mid-process; it works when their advisors understand the mechanics before the deal is ever on the table.

Why the 60-Day Window Is Harder Than It Sounds

When you sell QSBS, you have 60 calendar days to close on replacement QSBS. The clock starts on the date of sale. No extensions, no grace periods. The gain deferred on the original sale reduces the basis of the replacement shares dollar-for-dollar—postponed, not erased—and the five-year clock on the replacement shares picks up where the original left off.

The 60-day window is a tax deadline, but the decision inside it is a wealth planning decision. More than filing a form, you’re committing a substantial sum to a new investment under time pressure, without the diligence runway you would normally want. Founders who treat Section 1045 as an emergency option tend to find themselves choosing between a bad investment and a missed deadline. The strategy works when the reinvestment target is already identified before the deal closes.

The Section 1045 election must appear on the tax return for the year you sold your original QSBS, not the year you completed the reinvestment. If you sell in November and close on the replacement shares in January, the election belongs on the November year’s return, even though the investment happened in the new year. Miss it, and the deferral is gone regardless of whether everything else was done correctly.

What the Replacement Stock Has to Be

The replacement shares must qualify as QSBS under Section 1202 on their own merits: a domestic C corporation, stock acquired at original issuance, company gross assets under $75 million at issuance (for post-OBBBA shares), and an active qualified business for at least 6 months after issuance.

Founders often assume the replacement must be a brand-new company. It doesn’t. Rolling proceeds into another early-stage startup, taking a founding position in a co-founder’s venture, or investing in a qualifying seed round can each work, provided the shares are original issuances and the company passes the tests.

Founders who want to roll into a company they start themselves can do that too, but the IRS requires genuine operating substance. A legitimate business plan, real activities, and a properly structured C-corporation. Rolling proceeds into a holding company sitting on cash will not survive scrutiny.

Even if they don’t ask it out loud, most founders wonder, What if the replacement company fails? The deferred gain from the original sale is embedded in the basis of the replacement shares, so the outcome depends on that company’s trajectory. If the shares become worthless, you may be able to claim a loss under Section 1244, but this is not a consequence-free move. The reinvestment must make sense as an investment, independent of the tax benefit.

What the OBBBA Changed and What It Didn’t

The One Big Beautiful Bill Act, signed into law on July 4, 2025, left Section 1045 untouched. What shifted is the landscape around the rollover. Under the pre-OBBBA rules, selling QSBS before five years meant no exclusion at all, so the rollover was the only path. The new tiered schedule for post-OBBBA shares changed that calculus at years three and four, but not across the board.

The table below shows where the rollover remains essential and where a founder with post-OBBBA shares now has more options.

That said, the rollover remains the right tool in specific situations. If you want the full 100% exclusion and can hold replacement shares to the five-year mark, the rollover outperforms a partial exclusion on the original sale. If the gain exceeds the $15 million per-issuer cap, rolling the excess into a second qualifying company defers recognition rather than triggering it. For founders still holding pre-OBBBA shares under the old all-or-nothing framework, the rollover is the only legitimate option for an early exit.

Rolling pre-OBBBA shares into new replacement stock does not upgrade them to the post-OBBBA tiered schedule. The exclusion percentage is tied to the acquisition date of the original shares. The replacement company is evaluated under whichever rules applied when it issued its own shares. That matters for the gross asset cap and per-issuer limit, but it is a separate question from the exclusion percentage.

The Gap That Costs Founders the Most

Founders who miss this window rarely lack good advisors; their advisors likely aren’t talking to each other before the deal closes.

The attorney negotiating the purchase agreement is focused on representations and indemnification. The CPA is managing the tax return. The wealth advisor is often brought in after the term sheet is signed. None of them is independently responsible for flagging that a qualifying reinvestment needs to be identified before the 60-day clock starts.

This is a coordination problem, not a knowledge problem. Section 1045 is well documented. What is harder to find is an advisor who can sit at the intersection of the tax deadline, the investment decision, and the estate planning implications of moving a concentrated gain into a new position, and who runs that coordination proactively rather than reactively.

If you have equity approaching a potential liquidity event before the five-year mark, the time to work through this is before the letter of intent is signed. At Next Capital, we work with founders on exactly this kind of pre-exit planning, coordinating with your existing legal and tax counsel so nothing falls through the cracks. 

Frequently Asked Questions About QSBS Rollover

Can I roll QSBS gains into a company I start myself? 

Yes, with significant conditions. The replacement company must be a legitimate operating business with genuine activities, a real business plan, and a properly formed C-corporation. Rolling proceeds into a shell holding cash will not qualify. The provision was designed to encourage continued entrepreneurship, and the IRS expects the replacement company to reflect that intent. Work closely with both legal and tax counsel before structuring this; the substance requirement is real and needs to be documented carefully.

What is the minimum holding period before I can use a Section 1045 rollover? 

You must have held the original QSBS for more than six months. This is a hard floor with no exceptions. Stock held for six months or less does not qualify for the rollover, regardless of how quickly you reinvest the proceeds or how clean the replacement stock is.

Does a Section 1045 rollover eliminate the tax on my gain?

No. The rollover defers the gain; it doesn’t erase it. The deferred amount reduces your basis in the replacement shares. When you eventually sell the replacement stock, that gain will be recognized unless you’ve held long enough to qualify for the Section 1202 exclusion at that point. If the replacement shares fail or lose value, the deferred gain is still embedded in your basis, which is why the investment decision and the tax decision need to be evaluated together.

Did the OBBBA change the Section 1045 rollover rules? 

No. The One Big Beautiful Bill Act, signed July 4, 2025, left Section 1045 unchanged. What changed under the OBBBA is the Section 1202 framework surrounding the rollover: the per-issuer exclusion cap increased to $15 million for post-OBBBA stock (up from $10 million), the gross asset threshold for qualifying companies increased to $75 million (up from $50 million), and a tiered partial exclusion schedule now applies to stock issued after July 4, 2025. The 60-day window and six-month minimum hold are unchanged.

Can I roll into more than one replacement company? 

Yes. Section 1045 allows you to split the proceeds across multiple qualifying QSBS issuances, and each company carries its own per-issuer exclusion cap. A founder who rolls into two separate qualifying companies may have access to two distinct exclusion caps when those shares are eventually sold, provided each company independently meets the Section 1202 requirements at that time. The investment rationale for each company has to hold up on its own terms.

Can I roll my QSBS proceeds directly into a venture capital fund or look for a 1045 fund?

Generally, no. A Section 1045 rollover requires you to reinvest your liquidation proceeds directly into replacement stock issued by a qualifying domestic C corporation. Because standard venture capital and private equity funds are structured as pass-through partnerships (LPs or LLCs) rather than C corporations, purchasing an interest in a fund will not satisfy the rollover requirements.

While an investment fund can execute a Section 1045 rollover at the partnership level when the fund sells and reinvests in portfolio companies, an individual investor cannot roll individual exit proceeds into a fund structure. Pre-packaged 1045 QSBS funds designed to absorb individual rollover capital do not exist under current tax law. To keep your clock running, you must deploy the capital directly into a qualifying C corporation’s original equity issuance.

About Dan

Dan Magier is a Partner and Managing Director of Wealth Strategy and Advisory at Next Capital Management, where he works with founders, executives, and complex families on pre-liquidity planning, tax strategy, and multigenerational wealth coordination. He holds the CFP® and CAIA® designations and earned a B.A. in Economics from the University of Michigan.

A Strategic Road Map for Wealth Disclosure

By Frazer Rice

In the first part of this series, we examined The Architecture of Family Wealth Meetings, exploring how to establish a formal cadence and draft a family mission statement. Once that structural foundation is in place, the next challenge is determining how and when to reveal the scale of family assets to the next generation.

The concern tends to be dual-sided: revealing too much too soon may stifle a child’s ambition, yet waiting too long can leave them unprepared for the responsibilities they’ll eventually inherit. In an era of instant digital access, the “wait and see” approach carries real risk. Children are observant. They notice behavioral cues, lifestyle choices, and what turns up in a search. 

The deliberate wealth disclosure strategy we’ve outlined below is designed to replace accidental discovery with intentional education.

Stage 1: Early Years (Ages 5–9)

The disclosure process begins long before a dollar amount is ever mentioned. At this stage, the focus stays on concepts, not wealth: earning, saving, giving, and spending. Money is a tool, not a scorecard; and that framing, introduced early and reinforced consistently, is more durable than any formal conversation that comes later.

Simple structures work well here. An allowance tied to basic chores, three jars labeled “spend,” “save,” and “give,” and the experience of making small mistakes with their own money all build the habits that matter. 

If a child notices your family’s house or vacations look different from their friends’, they don’t need a balance sheet. What they need is a simple exclamation: “Our family has more choices than some, which means we also have more responsibility to use that wisely and help others.”

Stage 2: Pre-Teens (Ages 10–13)

At this stage, the conversation can move from abstract concepts to something more grounded. Children in this range are ready to hear that your family is comfortable or has more than enough (without numbers attached) and to understand that work, discipline, and time built that position.

Giving them a real role helps. Managing a modest budget for clothes, activities, or charitable giving, with a simple goal-setting requirement before funds are replenished, builds financial judgment in a low-stakes environment. Privacy norms are also worth introducing now: what is appropriate to post or discuss with friends, and why discretion matters both for safety and for basic humility.

Stage 3: Teens (Ages 14–17)

This is where the conversation moves from vague to directional. Teenagers are ready to hear that there are significant assets, that some form of inheritance or trust support exists, and that this can work against them if approached carelessly.

The emphasis at this stage is on structure rather than totals. Explaining that investments and trusts are designed to support education, possibly a first home or a business, but not to fund an unlimited lifestyle, sets realistic expectations without overwhelming detail. Tying that support to expectations—school performance, work experience, responsible social media use, participation in a family giving project—reinforces that access and responsibility are connected.

An example that tends to work well at this age: “We have built enough that you’ll have real options—but options only matter if you’re prepared to make something of them. That part is still on you.”

Stage 4: Young Adults (Ages 18–25)

Before legal documents and trust notices start arriving in their inbox, which they will, it’s worth having a more explicit conversation about what exists, what it’s for, and what the guardrails are. Young adults in this range are ready to hear that specific accounts and trusts exist, what they’re designed for, and what guardrails govern them.

Sharing general ranges or high-level net worth ranges, along with the actual terms of key trusts (e.g., ages of access, co-trustee structures, distribution standards) becomes appropriate once they’ve demonstrated basic financial competence. This is also the right time to begin bringing them into the professional ecosystem in a limited way: sitting in on a portion of the annual advisor meeting, reviewing an Investment Policy Statement summary, or discussing their potential role in a family business.

Hypothetical Scenario: The “Gradual Reveal”

Consider a founder of a successful technology company with two children in their mid-20s. Rather than scheduling a single disclosure conversation at age 25, the founder used a three-year road map.

In year one, the children were invited to a meeting to discuss the family’s private foundation and were given a modest budget to manage. In year two, they sat in on a session with the family’s tax attorney to understand why certain assets were held in trusts. In year three, the founder shared a high-level summary of the total estate and the “in case of emergency” plan.

By the time the children understood the full scale of the wealth, they had already spent two years building the skills to handle it.

Stage 5: Later 20s and Beyond

For mature adults who have established their own professional footing, the strategy moves toward full transparency. This means walking through the complete estate plan, reviewing governance documents, discussing who does what among trustees, directors, and advisors, and having the “if we’re gone tomorrow” conversation directly.

At this stage the process becomes genuinely collaborative. Co-creating a personal plan—how they’ll support themselves, what they can reasonably expect from family structures, how inheritance is staged rather than transferred in a lump sum—brings adult children into the process as participants rather than leaving them to discover the details later. 

Inviting them into leadership roles gradually, whether on a charitable committee, a family council, or an investment education session, allows them to practice stewardship before major distributions arrive. The goal is that by the time full control transfers, it feels like a continuation of something they’ve been building toward for years.

Working With Us

Disclosure isn’t a single conversation. It’s a multi-year process, and the families who navigate it most effectively tend to treat it with the same structural discipline they would apply to any significant business transition. Next Capital and Next Vantage work with clients to develop these road maps, acting as a centralized framework where financial, legal, and tax information stays consistent and grounded in the family’s long-term goals. The aim is to have the next generation genuinely prepared, both financially and emotionally, by the time full transparency arrives.

Developing a wealth disclosure strategy is a meaningful step in preserving your family’s legacy. Reach out to us at (212) 433-1108 or frice@nextcapitalmgmt.com to discuss how we can help design a road map tailored to your family’s specific situation.

Frequently Asked Questions About Wealth Disclosure Strategy

At what age should I tell my kids we are wealthy?

The age at which to tell children about family wealth depends less on a specific number and more on demonstrated maturity, but most families find a staged approach works better than a single conversation at any age. Early childhood is the right time to introduce concepts like earning, saving, and giving without attaching a dollar amount. The teen years are appropriate for directional information: that significant assets exist, that trusts are structured for specific purposes, and that access comes with expectations. Full financial transparency, including specific figures and trust terms, typically makes sense once a child has established their own professional footing, generally in their mid-to-late 20s.

How do I explain family wealth to my kids without destroying their motivation to work? 

To explain family wealth without affecting a child’s motivation, you should utilize a tiered disclosure strategy that emphasizes values and stewardship over specific dollar amounts. Framing the family capital as a tool for opportunity, such as education or entrepreneurship, helps the next generation view wealth as a responsibility to be managed rather than a replacement for personal effort. This approach allows heirs to develop their own professional identity before they understand the full scale of the family’s financial position.

My child found out about our wealth online. How do I handle that conversation?

If a child discovers family wealth online, the most effective response is a direct conversation that provides the context a search engine cannot. A public estimate shows a number; it does not explain the tax obligations, the legal structures, the guardrails on distributions, or the family’s long-term intentions. Acknowledging what they found, correcting any inaccuracies, and using the moment to begin a more structured disclosure conversation tends to be more productive than either dismissing it or treating it as a crisis. 

When is the right time to show adult children the estate plan and trust documents?

Sharing estate plans and trust documents with adult children is generally appropriate between the ages of 22 and 28, once they have enough professional experience to understand the purpose and complexity of legal structures. The more useful disclosure at this stage is the “how” (e.g., who the trustees are, what standards govern distributions, and how the various structures interact) rather than simply the dollar figures. Introducing these documents gradually, ideally in the context of a family wealth meeting with an advisor present, gives adult children the professional context to understand what they’re reading.

How do I tell my children their inheritance will not be equal?

Telling children that their inheritance will not be equal is best handled as a transparent explanation of the reasoning rather than a unilateral announcement. Distributions that reflect specific factors—active participation in a family business, varying levels of financial need, differing roles in family governance—are easier to accept when the logic is explained directly and grounded in the family’s stated values. Resentment most often follows decisions that arrive without context, not decisions that are genuinely explained. A family mission statement or written distribution framework gives that explanation a foundation that extends beyond any single conversation.

About Frazer

Frazer Rice is Director of Family Office Services and a Partner at Next Vantage, the Family Office Services group of Next Capital Management in New York City. With more than two decades of experience advising ultra-high-net-worth families, Frazer helps clients bring structure, clarity, and coordination to complex wealth. He specializes in intergenerational planning, fiduciary strategy, and family governance, helping clients manage both the financial and human sides of wealth. Known for his sharp, strategic thinking, Frazer provides a board of directors-level perspective, helping families identify risks, organize priorities, and align advisors around long-term goals.

Before joining Next Capital, he served as Regional Director at Pendleton Square Trust and spent 16 years at Wilmington Trust, where he rose to Managing Director in the New York office. He is the author of Wealth, Actually: Intelligent Decision-Making for the 1% and host of the Wealth Actually podcast, exploring the modern wealth ecosystem.

Frazer earned his BA in Political Science and History from Duke University and his JD from Emory University School of Law. He serves as President of the New York City Estate Planning Council and is a frequent speaker on wealth management and family dynamics. A Manhattan resident, his interests include golf, yoga, media production, politics, horror movies, and 1980s pop culture. To learn more about Frazer, connect with him on LinkedIn. 

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How Simple Mistakes Kill QSBS Eligibility

By Frazer Rice

The dream of a zero-percent federal tax rate on a business exit is a powerful motivator. However, for many founders, that dream is built on a fragile foundation. While Section 1202, commonly known as Qualified Small Business Stock (QSBS), offers one of the most significant subsidies in the federal tax code, it is not an automatic right. It is a status that must be actively maintained.

With the passage of the OBBBA, the landscape for business owners has shifted significantly. The standard gain exclusion cap has modernized to $15 million, and the introduction of tiered exclusions, 50% after three years and 75% after four, has fundamentally changed the timeline for liquidity. These updates make the tax-free exit more accessible, but they also increase the penalty for administrative oversight.

The reality is that QSBS is a living designation. It requires continuous monitoring across a company’s entire lifecycle, from the first seed round to the final term sheet. When legal, tax, and financial advisors operate in silos, the technical requirements for QSBS often become ticking time bombs that only reveal themselves when it is too late to fix them.

The Original Issue Hurdle

One of the most immediate requirements is the “Original Issue” rule. To qualify for Section 1202, you must generally acquire the stock directly from the issuing corporation in exchange for money, property (other than stock), or as compensation for services.

This means buying shares from another shareholder on a secondary market usually disqualifies those specific shares. Even internal restructurings or certain types of stock swaps can inadvertently break this chain of ownership. If the “original issue” status is lost, the tax benefits typically vanish with it. This is why the method of acquisition is just as important as the timing.

The $75 Million Ceiling

A threshold requirement that often catches founders off guard is that the company must be a domestic C corporation. LLCs and S-Corps can convert, but only shares issued after conversion are eligible. Prior equity does not qualify retroactively.

The most common point of failure is the gross asset test. Under the OBBBA, the limit for a corporation’s aggregate gross assets was increased to $75 million (for stock issued after July 4, 2025). While this provides more breathing room for mid-market platform strategies than the previous $50 million cap, the core principle remains a trap for the unwary.

Founders make the mistake of thinking this limit applies to the company’s valuation. It does not. It applies to the assets’ tax basis on the balance sheet. A major capital raise or the acquisition of a smaller competitor can push a company over this threshold in an afternoon. If new shares are issued (including the exercise of stock options) after that threshold is crossed, those specific shares do not qualify for Section 1202 treatment.

Without a central vantage point to coordinate between the CFO and the tax team, these issues happen routinely, leaving founders and early employees with a tax bill they weren’t expecting at the exit.

The Active Business Requirement

Eligibility also hinges on how the company uses its assets. At least 80% of a corporation’s assets must be used in the “active conduct” of a qualified trade or business. Certain sectors, such as banking, farming, and professional services, in which the principal asset is employees’ reputation, are explicitly excluded. The full exclusion list is broader than most founders realize, covering health, law, engineering, architecture, accounting, consulting, financial services, and hospitality.

The risk here lies in the botched pivot. A technology company that shifts its model toward investment management or begins to hold excessive amounts of idle cash or investment securities can inadvertently fail the active business test. If the company holds more than 10% of its assets in real estate not used in the business, or more than 10% in portfolio securities, it risks disqualifying the stock.

In a siloed advisory environment, the legal team handles the pivot, and the investment team manages the cash, but rarely is anyone looking at the impact on QSBS eligibility requirements until it’s too late.

The Redemption Trap

One of the most technical eligibility killers is the anti-churning rule regarding stock redemptions. If a company repurchases stock from a shareholder (or a related person) within a specific window, typically one year before or after a new issuance, it can disqualify that new issuance for all shareholders.

Founders often use redemptions to clean up a cap table or provide liquidity to a departing executive. If these moves aren’t coordinated with the tax implications of the next funding round, they can effectively negate the QSBS status of the entire next tranche of shares.

One often-overlooked safety valve: a Section 1045 rollover allows founders who sell QSBS before the five-year mark to defer the gain by reinvesting proceeds into new QSBS within 60 days, but only if the move is planned well in advance.

Why Coordination Is the Only Defense

The 5-to-10-year life of a successful company is filled with opportunities to lose QSBS status. Every funding round, every corporate restructuring, and every change in the business model is a potential point of failure.

Most founders have excellent attorneys and capable CPAs. The problem is that these professionals rarely talk to each other in real time. The attorney drafts the redemption agreement; the CPA finds out about it 12 months later during tax prep. By then, the damage is done.

This is why entrepreneurs navigating exceptional financial complexity require more than just advisors; they require orchestration. It is vital to have your legal and accounting teams in place and at your side as you make every major pivot or funding decision. You need a framework that functions like a corporate COO—someone who sits above the silos, understands how a legal decision affects a tax outcome, and monitors technical requirements against the long-term strategy.

The OBBBA has made the tax-free exit more lucrative and accessible than ever. But in a permanent-law environment, the burden of proof is on the taxpayer. Detailed records of issuance dates, gross asset levels, and business activities at the time of issuance are not optional; they are the difference between claiming the exclusion and losing it on audit. Clarity in 2026 comes from knowing that every moving part of your estate is working from the same page.

The dream of a tax-free exit is only as durable as the coordination behind it.

At Next Vantage and Next Capital, we provide the centralized framework needed to help advisors stay aligned on these technical hurdles. We believe clarity comes from a unified outlook, where tax, legal, and financial strategies operate from the same page.

We invite you to reach out if you would like to discuss how this coordinated approach applies to your specific situation.

Frequently Asked Questions About QSBS Eligibility

What are the primary QSBS eligibility requirements under the OBBBA? 

To qualify for QSBS benefits in 2026, the company must be a domestic C corporation with gross assets of $75 million or less at the time of stock issuance. Additionally, the corporation must satisfy the active trade or business test, meaning at least 80% of its assets must be used in a qualified business.

Has the QSBS gain exclusion cap changed recently? 

Yes. Under the OBBBA, the standard federal gain exclusion cap increased from $10 million to $15 million for stock issued after July 4, 2025. For stock issued before that date, the cap generally remains at $10 million or 10 times the adjusted basis.

Can I get a tax exclusion if I sell my stock before the 5-year holding period?

The OBBBA introduced tiered exclusions for stock issued after July 2025. You may now qualify for a 50% capital gains exclusion after a 3-year holding period and a 75% exclusion after 4 years. A 100% exclusion still requires holding the stock for at least 5 years.

Does a company’s market valuation affect the QSBS gross asset test?

No. The $75 million gross asset limit is based on the assets’ tax basis on the company’s balance sheet, not on their fair market value or venture capital valuation. This distinction is critical for high-growth companies that may have high valuations but relatively low asset bases.

Can a stock redemption disqualify my QSBS?

Yes. Anti-churning rules may disqualify stock if the corporation repurchases its own shares within certain time windows (typically one year) of a new issuance. This is a technical area where coordination between legal and tax advisors is necessary to prevent accidental disqualification.

About Frazer

Frazer Rice is Director of Family Office Services and a Partner at Next Vantage, the Family Office Services group of Next Capital Management in New York City. With more than two decades of experience advising ultra-high-net-worth families, Frazer helps clients bring structure, clarity, and coordination to complex wealth. He specializes in intergenerational planning, fiduciary strategy, and family governance, helping clients manage both the financial and human sides of wealth. Known for his sharp, strategic thinking, Frazer provides a board of directors-level perspective, helping families identify risks, organize priorities, and align advisors around long-term goals.

Before joining Next Capital, he served as Regional Director at Pendleton Square Trust and spent 16 years at Wilmington Trust, where he rose to Managing Director in the New York office. He is the author of Wealth, Actually: Intelligent Decision-Making for the 1% and host of the Wealth Actually podcast, exploring the modern wealth ecosystem.

Frazer earned his BA in Political Science and History from Duke University and his JD from Emory University School of Law. He serves as President of the New York City Estate Planning Council and is a frequent speaker on wealth management and family dynamics. A Manhattan resident, his interests include golf, yoga, media production, politics, horror movies, and 1980s pop culture. To learn more about Frazer, connect with him on LinkedIn. 

IMPORTANT DISCLOSURE INFORMATION 

Next Capital Management, LLC (“Company”) is an SEC registered investment adviser located in New York, New York. 

The Company may only transact business in those states in which it is registered, or qualifies for an exemption or exclusion from registration requirements. The Company’s website is limited to the dissemination of general information pertaining to its advisory services, together with access to additional investment-related information, publications, and links. Accordingly, the publication of the Company’s website on the Internet should not be construed by any consumer and/or prospective client as the Company’s solicitation to effect, or attempt to effect transactions in securities, or the rendering of personalized investment advice for compensation, over the Internet. Any subsequent, direct communication by the Company with a prospective client shall be conducted by a representative that is either registered or qualifies for an exemption or exclusion from registration in the state where the prospective client resides. A copy of the Company’s current written disclosure Brochure and Form CRS discussing the Company’s business operations, services, and fees is available on this website and/or from the Company upon written request. The Company does not make any representations or warranties as to the accuracy, timeliness, suitability, completeness, or relevance of any information prepared by any unaffiliated third party, whether linked to the Company’s website or incorporated herein, and takes no responsibility therefor. All such information is provided solely for convenience purposes only and all users thereof should be guided accordingly. 

Please remember that different types of investments involve varying degrees of risk, and there can be no assurance that the future performance of any specific investment or investment strategy (including those undertaken or recommended by the Company), will be profitable or equal any historical performance level(s). Neither the Company’s investment adviser registration status, nor any amount of prior experience or success, should be construed that a certain level of results or satisfaction will be achieved if the Company is engaged, or continues to be engaged, to provide investment advisory services. The Company’s registration status does not imply a specific level of skill or training. 

Certain portions of the Company’s website (i.e., newsletters, articles, commentaries, etc.) may contain a discussion of, and/or provide access to, the Company’s (and those of other investment and non-investment professionals) positions and/or recommendations as of a specific prior date. Due to various factors, including changing market conditions, such discussion may no longer be reflective of current position(s) and/or recommendation(s). Moreover, no client or prospective client should assume that any such discussion serves as the receipt of, or a substitute for, personalized advice from the Company, or from any other investment professional. The Company is neither an attorney nor an accountant, and no portion of the website content should be interpreted as legal, accounting or tax advice. 

Please Note: Limitations. Neither rankings nor recognitions by unaffiliated rating services, publications, media, or other organizations, nor the achievement of any professional designation, certification, degree, or license, membership in any professional organization, or any amount of prior experience or success, should be construed by a client or prospective client as a guarantee that the client will experience a certain level of results if the investment professional or the investment professional’s firm is engaged, or continues to be engaged, to provide investment advisory services. 

To the extent that any client or prospective client utilizes any economic calculator or similar interactive device contained within or linked to the Company’s website, the client and/or prospective client acknowledges and understands that the information resulting from the use of any such calculator/device, is not, and should not be construed, in any manner whatsoever, as the receipt of, or a substitute for, personalized individual advice from the Company, or from any other investment professional. 

Each client and prospective client agrees as a condition precedent to his/her/its access to the Company’s website, to release and hold harmless the Company, its officers, directors, owners, employees and agents from any and all adverse consequences resulting from any of his/her/its actions and/or omissions which are independent of his/her/its receipt of personalized individual advice from the Company.

What the Tax Code Actually Requires From a Family Office

By Frazer Rice 

Once a family has decided that a family office is the right solution, the next question is how to build it. And for most families, the answer to that question has significant tax consequences.

The costs of running a properly staffed family office are real: professional salaries, technology, legal and compliance expenses, and investment management costs. Families naturally want those expenses to be deductible. Whether they are depends almost entirely on how the family office tax structure is designed from the outset.

What Changed in the OBBBA and Why It Matters

For years, many investment-related expenses for wealthy families were deductible as miscellaneous itemized deductions under Section 212 of the tax code. That changed permanently with the “One Big Beautiful Bill Act” (OBBBA) passed in 2025, which eliminated those deductions entirely.

The only path to deductibility now runs through Section 162, which covers ordinary and necessary expenses of a trade or business. To use it, the family office can’t simply manage the family’s own wealth. It has to be operating as a genuine investment-management business. That distinction, which once carried moderate tax significance, now carries substantial weight.

The Defining Question: Is the Family Office a Trade or Business?

The tax code doesn’t define “trade or business” with any precision, so courts have filled the gap over decades of litigation. The framework that emerges from those cases has two central requirements: the activity must be conducted with continuity and regularity, and it must be carried out primarily to generate income or profit through the provision of services and not just through passive investment returns.

That last point is the critical one. The Supreme Court has been clear, in cases like Higgins and Whipple, that managing your own investments, regardless of scale or sophistication, does not constitute a trade or business. Size and complexity don’t change the analysis. What matters is whether the office is providing genuine services to others and being compensated for those services, rather than simply watching over the family’s own portfolio.

The Case That Set the Standard: Lender Management

The most instructive precedent for family offices is Lender Management, in which the Tax Court found that a multigenerational family office was operating a legitimate investment-management business and could deduct its expenses under Section 162.

Several features of that structure drove the outcome. The office served multiple branches of one extended family, each with distinct goals, risk tolerances, and cash-flow needs. It provided individualized investment research, asset allocation, and financial planning—services that looked, in practice, like those of an outside investment adviser managing a roster of clients. It employed multiple full-time professionals. And critically, the management company was compensated through a profits interest tied to performance, not simply through the same passive returns received by investors.

That combination—individualized service, professional infrastructure, and compensation that reflected genuine entrepreneurial risk—led the court to view the office as a real business rather than a sophisticated vehicle for managing the family’s own money. Many family offices now treat this structure as the template for defensible Section 162 treatment.

Lessons from Hellmann

Not every family office structure holds up to scrutiny. A court order in the Hellmann case, though it never produced a final opinion, illustrates how the same general concept can fail.

In that structure, four family members owned both the management company and the underlying investment entities in identical proportions. They lived in the same city, operated as a single economic unit, and made decisions collectively. Because the ownership stakes were perfectly mirrored across manager and investor, the court questioned whether any real services were being provided to separate clients for separate compensation—or whether the structure was simply a formal arrangement among people whose interests were entirely aligned.

The lesson is straightforward: when the management company and the investment entities are owned by the same people in the same ratios, it undermines the argument that the office is running a genuine service business. Economic separation between manager and investor isn’t just a structural preference; it’s a substantive requirement.

Putting the Structure Together Correctly

To support a Section 162 position, the management company and the investment entities it manages should be economically and operationally distinct.

In practice, that means most investors should not hold ownership stakes in the management company. The person or entity running the office should have a clearly separate ownership interest from the underlying investors. And investors should be able to act independently—with individual investment accounts, withdrawal rights, and the ability to make decisions without being treated as a single unified group.

In the Lender Management structure, many family members invested independently, had different objectives, could withdraw capital if dissatisfied, and held no ownership interest in the management company. That autonomy was part of what made the manager appear to be serving clients rather than simply administering its own affairs.

Structuring a Family Office’s Compensation Correctly

Compensation is the other side of the equation. For the family office to look like a real investment-management business, the way it gets paid must reflect that.

Helpful features include a management fee for services rendered, a performance-based profits interest that functions like carried interest, and a clear separation between service income and ordinary investor returns. In the Lender Management structure, the management company held special interests that paid only if investment performance was strong, and those interests were clearly distinguishable from the returns flowing to investors. That structure reinforced the argument that compensation was being earned through services, not simply received as a passive owner.

In the Hellmann-style structure, by contrast, compensation looked indistinguishable from the passive returns all owners received, which weakened the business argument considerably.

What a Real Investment-Management Business “Looks” Like

Taken together, the cases point toward a fairly clear profile for a family office that can withstand Section 162 scrutiny.

The office should provide genuine, front-end investment advisory and financial planning services tailored to the specific needs and risk profiles of individual family members. It should employ full-time professionals with real responsibilities, paid through service-based salaries or guaranteed payments. Ultimate decision-making authority should sit in-house, even where outside experts are engaged. Where the family owns and operates businesses, active management of those entities further strengthens the case.

Documentation matters throughout. The office should be able to demonstrate that profits, interests, and management fees are paid for actual investment-management work and not as a function of family relationships or ownership structure.

The Big Picture

The elimination of Section 212 miscellaneous itemized deductions under the OBBBA has made family office tax structure a more consequential decision than it has ever been. Expenses that were once broadly deductible are now recoverable only if the office qualifies as a genuine trade or business under Section 162—a standard that requires real services, real infrastructure, and compensation structures that reflect genuine entrepreneurial risk.

The families best positioned to meet that standard are those that build their offices to look and function like professional investment managers: serving individuals with distinct needs, employing skilled professionals, and separating the economics of managing from the economics of investing.

Getting the structure right at the outset is significantly easier than trying to retrofit it later.

Next Vantage and Next Capital work with families navigating the full arc of this process—from the initial decision through to tax-efficient structure and ongoing coordination. To start the conversation, contact us at (212) 433-1108 or frice@nextcapitalmgmt.com.

Frequently Asked Questions About Family Office Tax Structure

Why does family office tax structure matter more now than it did before? 

The OBBBA, passed in 2025, permanently eliminated miscellaneous itemized deductions under Section 212, which had previously allowed many investment-related expenses to be deducted. Those expenses are now only deductible if the family office qualifies as a trade or business under Section 162. That shift makes the way a family office is structured (legally, operationally, and economically) a direct determinant of whether its costs are tax-deductible.

What does “trade or business” mean for a family office? 

Courts have established that a trade or business requires continuity, regularity, and a genuine profit-oriented service activity. For a family office, that means providing investment-management services to others for compensation and not simply managing the family’s own wealth. Scale and complexity alone don’t satisfy the standard. What matters is whether the office looks and functions like a professional investment manager serving clients.

What is the significance of the Lender Management case? 

Lender Management is the most important precedent for family offices seeking Section 162 treatment. The Tax Court found that a multigenerational family office operating with professional staff, individualized client services, and performance-based compensation was running a genuine investment-management business. The case is widely used as a structural template by families seeking defensible deductibility of their office’s expenses.

How should a family office structure its ownership to support a tax deduction? 

The management company and the investment entities it manages should be economically distinct. Most investors should not hold ownership stakes in the management company, and investors should be able to act independently—with individual accounts, withdrawal rights, and separate decision-making. Structures where the same people own both the management company and the investment entities in identical proportions are particularly vulnerable to challenge.

What kind of compensation structure supports a Section 162 position? 

Compensation should reflect genuine service income rather than passive investment returns. A management fee for services, combined with a performance-based profits interest that functions like carried interest, is the model most consistent with what courts have accepted. The key is that service-based compensation should be clearly distinguishable from ordinary investor returns both in structure and in documentation.

About Frazer

Frazer Rice is Director of Family Office Services and a Partner at Next Vantage, the Family Office Services group of Next Capital Management in New York City. With more than two decades of experience advising ultra-high-net-worth families, Frazer helps clients bring structure, clarity, and coordination to complex wealth. He specializes in intergenerational planning, fiduciary strategy, and family governance, helping clients manage both the financial and human sides of wealth. Known for his sharp, strategic thinking, Frazer provides a board of directors-level perspective, helping families identify risks, organize priorities, and align advisors around long-term goals.

Before joining Next Capital, he served as Regional Director at Pendleton Square Trust and spent 16 years at Wilmington Trust, where he rose to Managing Director in the New York office. He is the author of Wealth, Actually: Intelligent Decision-Making for the 1% and host of the Wealth Actually podcast, exploring the modern wealth ecosystem.

Frazer earned his BA in Political Science and History from Duke University and his JD from Emory University School of Law. He serves as President of the New York City Estate Planning Council and is a frequent speaker on wealth management and family dynamics. A Manhattan resident, his interests include golf, yoga, media production, politics, horror movies, and 1980s pop culture. To learn more about Frazer, connect with him on LinkedIn. 

IMPORTANT DISCLOSURE INFORMATION 

Next Capital Management, LLC (“Company”) is an SEC registered investment adviser located in New York, New York. 

The Company may only transact business in those states in which it is registered, or qualifies for an exemption or exclusion from registration requirements. The Company’s website is limited to the dissemination of general information pertaining to its advisory services, together with access to additional investment-related information, publications, and links. Accordingly, the publication of the Company’s website on the Internet should not be construed by any consumer and/or prospective client as the Company’s solicitation to effect, or attempt to effect transactions in securities, or the rendering of personalized investment advice for compensation, over the Internet. Any subsequent, direct communication by the Company with a prospective client shall be conducted by a representative that is either registered or qualifies for an exemption or exclusion from registration in the state where the prospective client resides. A copy of the Company’s current written disclosure Brochure and Form CRS discussing the Company’s business operations, services, and fees is available on this website and/or from the Company upon written request. The Company does not make any representations or warranties as to the accuracy, timeliness, suitability, completeness, or relevance of any information prepared by any unaffiliated third party, whether linked to the Company’s website or incorporated herein, and takes no responsibility therefor. All such information is provided solely for convenience purposes only and all users thereof should be guided accordingly. 

Please remember that different types of investments involve varying degrees of risk, and there can be no assurance that the future performance of any specific investment or investment strategy (including those undertaken or recommended by the Company), will be profitable or equal any historical performance level(s). Neither the Company’s investment adviser registration status, nor any amount of prior experience or success, should be construed that a certain level of results or satisfaction will be achieved if the Company is engaged, or continues to be engaged, to provide investment advisory services. The Company’s registration status does not imply a specific level of skill or training.

Certain portions of the Company’s website (i.e., newsletters, articles, commentaries, etc.) may contain a discussion of, and/or provide access to, the Company’s (and those of other investment and non-investment professionals) positions and/or recommendations as of a specific prior date. Due to various factors, including changing market conditions, such discussion may no longer be reflective of current position(s) and/or recommendation(s). Moreover, no client or prospective client should assume that any such discussion serves as the receipt of, or a substitute for, personalized advice from the Company, or from any other investment professional. The Company is neither an attorney nor an accountant, and no portion of the website content should be interpreted as legal, accounting or tax advice. 

Please Note: Limitations. Neither rankings nor recognitions by unaffiliated rating services, publications, media, or other organizations, nor the achievement of any professional designation, certification, degree, or license, membership in any professional organization, or any amount of prior experience or success, should be construed by a client or prospective client as a guarantee that the client will experience a certain level of results if the investment professional or the investment professional’s firm is engaged, or continues to be engaged, to provide investment advisory services. 

To the extent that any client or prospective client utilizes any economic calculator or similar interactive device contained within or linked to the Company’s website, the client and/or prospective client acknowledges and understands that the information resulting from the use of any such calculator/device, is not, and should not be construed, in any manner whatsoever, as the receipt of, or a substitute for, personalized individual advice from the Company, or from any other investment professional. 

Each client and prospective client agrees as a condition precedent to his/her/its access to the Company’s website, to release and hold harmless the Company, its officers, directors, owners, employees and agents from any and all adverse consequences resulting from any of his/her/its actions and/or omissions which are independent of his/her/its receipt of personalized individual advice from the Company.

A Family Office Is a Business Decision, Not a Status Symbol

By Frazer Rice 

A family office is a small private company built to manage one family’s money, legal affairs, and long-term plans. For families navigating significant financial complexity, setting up a family office can bring real structural clarity. But the decision deserves more than enthusiasm; it requires an honest assessment of whether the structure is actually the right fit.

Done well, it’s a powerful solution. Done prematurely or for the wrong reasons, it’s an expensive one.

Complexity, Not Wealth, Is the Real Driver

Most conversations about family offices start with a number… but they probably shouldn’t. Wealth matters (it has to, given the costs involved), but complexity is usually what pushes a family toward a dedicated structure. Families overseeing businesses across multiple jurisdictions, real estate in different markets, global investments, and layered tax structures often reach a point where a loose network of advisors simply can’t hold it together. Add the natural growth of a family across generations and the administrative volume alone—tax returns, legal filings, entity management—can become genuinely unmanageable.

Coordinating between three attorneys, two accountants, and a handful of investment managers with no central point of accountability isn’t a wealth management strategy; it’s a fragmentation problem. Setting up a family office is, at its core, a structural solution to that problem.

The Numbers Have to Work

A properly staffed family office—professionals, technology, operational infrastructure—typically costs in excess of $1 million a year. For families with financial footprints under $200 million, that overhead is rarely justified.

A useful benchmark is whether a well-run office projected to cost roughly $800,000 per year is a figure the family’s wealth can comfortably absorb; if so, a dedicated structure starts to make sense. Below that threshold, a more targeted approach, a strengthened advisory model with a family office-style overlay, usually delivers more value for the cost.

This is a decision worth modeling properly. A straightforward analysis comparing long-term office costs against the current advisor spend can quickly clarify whether the economics support moving forward.

Purpose Before Structure

Before any entity gets formed, the family needs to agree on what the office is actually for. That conversation shapes everything that follows.

A family office can carry a wide mandate (investment management, tax and legal coordination, bill payment, financial reporting, next-generation education, philanthropy) or a narrower one. Neither is inherently better. What is costly is building something without a clear purpose, only to discover months later that the structure is solving the wrong problems.

The most durable family offices are built around a mission that reflects the family’s actual values: privacy, multigenerational stewardship, entrepreneurial legacy, and charitable purpose. Those values determine what gets prioritized when decisions get difficult, which, in a multigenerational structure, they will.

Governance Is the Foundation

Even with the right professionals and a sound investment strategy in place, a family office can still struggle if authority is undefined and decision-making is unclear.

Governance is the part that families most often underestimate when setting up a family office. Written governing documents, defined roles, a clear process for selecting leadership, and regular structured meetings aren’t administrative formalities. They are what keep a well-resourced structure functional across generations and through inevitable transitions or conflicts. Families that think through how disagreements between family lines get resolved before one actually surfaces tend to fare significantly better than those who don’t.

The Right People in the Right Place

Good governance still requires someone capable of building and running the office. That typically means a family member or a trusted senior hire with the time, interest, and authority to lead, particularly in the early phase. Creating a family office from scratch demands considerable operational investment.

Beyond leadership, the office needs skilled professionals: a finance director, investment staff, and operations support. Whether those roles are filled internally or through outside partners depends on scale and preference, but the quality of the people running the office matters as much as the structure itself.

Geography matters too. Where the office is based affects the regulatory environment, the available talent pool, and the tax treatment of certain structures. For families with global interests, this decision often turns out to be more consequential than expected.

Three Paths Forward

Not every family needs to build an office from the ground up. There are three realistic models: a fully dedicated single-family office, a shared structure with other families (a multi-family office), or a hybrid that draws on both.

Each involves different trade-offs on cost, privacy, control, and operational complexity. The right fit depends on how much independence the family requires, how distinctive their situation is, and whether the economics support standalone infrastructure.

Before committing to any model, it’s worth comparing long-term costs across each option with what it would cost to simply upgrade the existing advisory arrangement. Some families find that a more coordinated advisory structure delivers most of the benefit at a fraction of the overhead.

A Logical Response to Scale When Setting Up a Family Office

Families that go through the process of setting up a family office tend to arrive at the same point: their financial lives have grown complex enough that the absence of a central structure feels more disorganized and more exposed than the effort of creating one. The office stops being a luxury and starts being a logical response to scale.

Getting to that decision is usually the straightforward part. Getting the structure right is where the real work begins. Next Vantage and Next Capital work with families navigating exactly this transition, bringing together the legal, tax, investment, and estate planning picture into one coordinated framework. To start the conversation, reach out to us at (212) 433-1108 or frice@nextcapitalmgmt.com.

In Part 2, we examine how to structure a family office efficiently from a tax perspective and why getting that structure right has become significantly more important following recent changes to tax law.

Frequently Asked Questions About Setting Up a Family Office

What is the minimum wealth level for setting up a family office? 

There is no universal threshold, but for most families, a dedicated family office becomes cost-effective when wealth exceeds $200 million. Running a properly staffed office typically costs over $1 million per year, so the family’s financial position needs to comfortably support that overhead. Below that level, a strengthened advisory model often delivers similar coordination at a lower cost.

Is wealth the main reason families set up a family office? 

Not exactly. Complexity is usually the more important driver. Families managing businesses across multiple jurisdictions, global investments, layered legal structures, and multigenerational estate planning often find that a loose network of separate advisors creates more risk than it resolves. A family office brings those relationships under one coordinated framework.

What services does a family office typically provide? 

The scope varies, but a family office can cover investment management, tax and legal coordination, financial reporting, bill payment, philanthropy, and next-generation financial education. The right mandate depends on what the family actually needs. A clearly defined purpose from the start tends to produce a more functional structure.

What are the main options when setting up a family office? 

Families generally choose between three models: a single-family office built and staffed exclusively for one family, a multi-family office shared with other families, or a hybrid arrangement. Each involves different trade-offs on cost, privacy, control, and operational complexity. A straightforward cost comparison between models and against the existing advisory setup is a sensible first step before committing to any one path.

Why does governance matter so much in a family office? 

A family office can have excellent professionals and a well-designed investment strategy and still underperform if decision-making is unclear. Governance (i.e., written rules, defined roles, a process for resolving disagreements between family branches) is what keeps the structure functional across generations and through inevitable moments of transition or conflict. It’s most valuable when it’s designed before it’s needed.

About Frazer

Frazer Rice is Director of Family Office Services and a Partner at Next Vantage, the Family Office Services group of Next Capital Management in New York City. With more than two decades of experience advising ultra-high-net-worth families, Frazer helps clients bring structure, clarity, and coordination to complex wealth. He specializes in intergenerational planning, fiduciary strategy, and family governance, helping clients manage both the financial and human sides of wealth. Known for his sharp, strategic thinking, Frazer provides a board of directors-level perspective, helping families identify risks, organize priorities, and align advisors around long-term goals.

Before joining Next Capital, he served as Regional Director at Pendleton Square Trust and spent 16 years at Wilmington Trust, where he rose to Managing Director in the New York office. He is the author of Wealth, Actually: Intelligent Decision-Making for the 1% and host of the Wealth Actually podcast, exploring the modern wealth ecosystem.

Frazer earned his BA in Political Science and History from Duke University and his JD from Emory University School of Law. He serves as President of the New York City Estate Planning Council and is a frequent speaker on wealth management and family dynamics. A Manhattan resident, his interests include golf, yoga, media production, politics, horror movies, and 1980s pop culture. To learn more about Frazer, connect with him on LinkedIn. 

IMPORTANT DISCLOSURE INFORMATION 

Next Capital Management, LLC (“Company”) is an SEC registered investment adviser located in New York, New York. 

The Company may only transact business in those states in which it is registered, or qualifies for an exemption or exclusion from registration requirements. The Company’s website is limited to the dissemination of general information pertaining to its advisory services, together with access to additional investment-related information, publications, and links. Accordingly, the publication of the Company’s website on the Internet should not be construed by any consumer and/or prospective client as the Company’s solicitation to effect, or attempt to effect transactions in securities, or the rendering of personalized investment advice for compensation, over the Internet. Any subsequent, direct communication by the Company with a prospective client shall be conducted by a representative that is either registered or qualifies for an exemption or exclusion from registration in the state where the prospective client resides. A copy of the Company’s current written disclosure Brochure and Form CRS discussing the Company’s business operations, services, and fees is available on this website and/or from the Company upon written request. The Company does not make any representations or warranties as to the accuracy, timeliness, suitability, completeness, or relevance of any information prepared by any unaffiliated third party, whether linked to the Company’s website or incorporated herein, and takes no responsibility therefor. All such information is provided solely for convenience purposes only and all users thereof should be guided accordingly. 

Please remember that different types of investments involve varying degrees of risk, and there can be no assurance that the future performance of any specific investment or investment strategy (including those undertaken or recommended by the Company), will be profitable or equal any historical performance level(s). Neither the Company’s investment adviser registration status, nor any amount of prior experience or success, should be construed that a certain level of results or satisfaction will be achieved if the Company is engaged, or continues to be engaged, to provide investment advisory services. The Company’s registration status does not imply a specific level of skill or training. 

Certain portions of the Company’s website (i.e., newsletters, articles, commentaries, etc.) may contain a discussion of, and/or provide access to, the Company’s (and those of other investment and non-investment professionals) positions and/or recommendations as of a specific prior date. Due to various factors, including changing market conditions, such discussion may no longer be reflective of current position(s) and/or recommendation(s). Moreover, no client or prospective client should assume that any such discussion serves as the receipt of, or a substitute for, personalized advice from the Company, or from any other investment professional. The Company is neither an attorney nor an accountant, and no portion of the website content should be interpreted as legal, accounting or tax advice. 

Please Note: Limitations. Neither rankings nor recognitions by unaffiliated rating services, publications, media, or other organizations, nor the achievement of any professional designation, certification, degree, or license, membership in any professional organization, or any amount of prior experience or success, should be construed by a client or prospective client as a guarantee that the client will experience a certain level of results if the investment professional or the investment professional’s firm is engaged, or continues to be engaged, to provide investment advisory services. 

To the extent that any client or prospective client utilizes any economic calculator or similar interactive device contained within or linked to the Company’s website, the client and/or prospective client acknowledges and understands that the information resulting from the use of any such calculator/device, is not, and should not be construed, in any manner whatsoever, as the receipt of, or a substitute for, personalized individual advice from the Company, or from any other investment professional. 

Each client and prospective client agrees as a condition precedent to his/her/its access to the Company’s website, to release and hold harmless the Company, its officers, directors, owners, employees and agents from any and all adverse consequences resulting from any of his/her/its actions and/or omissions which are independent of his/her/its receipt of personalized individual advice from the Company.