(I sold my company a year ago for $0.5M with me at 67% owner in a similar structure as you are describing, and another company six months ago for low six figure

(I sold my company a year ago for $0.5M with me at 67% owner in a similar structure as you are describing, and another company six months ago for low six figures.) Do it as a "stock" sale, rather than "asset" sale. You get double taxed as an asset sale: first as corporate income, then as dividends which are taxed at zero-basis (unless you were very smart about how you paid into the company), meaning the whole thing will be taxed twice and at bad rates rather than capital gains, which are modest. This is regardless of whether you lived in ramen for the last few years building it, which is probably as you described not having yet formed a company. The buyers will probably want to do it as an asset sale, because this reduces liability; they are buying only the assets, not the entire company. If you have customers, a stock sale has them purchasing the liabilities of those customers. And, they can depreciate the assets, not stock. But, you can state that you should get a higher price under an asset sale, or at least have it in your pocket when you ask them to give something up. Make sure you have a good lawyer. I know a great one in Seattle, contact me privately if you want his information. You need to make sure you have good contracts. Remember, the buyer will be less motivated in a year. Excitement and possibility have a bad half life. What leverage do you have if they decide to pay late, or tell you they cannot pay you the next year? This situation is happening to me with the first of my deal. The structure of my buyout was a three year deal, with a new company formed, with one of the buyers putting in a large cash payment up front to purchase 40% of the new company, and then the other buyer buying the rest over three years. He has been perpetually late, and I am unclear if taking him to court makes sense, or waiting it out as the payments trickle in. Make sure you have clauses which indicate what happens on late payments. It sounds like this structure is there basically, not sure if you are unhappy were they to pay you $2M early. Sounds like a fine deal to me. I would recommend getting to know your buyers and their history. In the second startup I sold they were very motivated to pay me because they did not want to scuttle a round of investments. If you have good contracts and they start waffling on payments and you know they are trying to keep their nose clean at that moment that can be an additional motivator to following through on paying you. Always a great idea to have a second buyer. Even if you have to make them up. Said a different way, look around and see who else would want what you have, and give them an opportunity to get in on the bidding. Good luck!