Answer first. In the first 90 days after selling a business in Texas, the work is protection, not investment: park the proceeds where they are insured and liquid, set aside the federal tax before you spend a dollar, close out the entity with the Texas Comptroller, keep the deal team engaged until escrow and earn-out terms are settled, and only then — around day 60 — start building the long-term plan. Texas has no personal income tax, so the tax conversation is federal, and it is larger than most sellers expect.
The situation
A founder in Dallas closes the sale of a services company to a private equity buyer. The wire lands on a Tuesday. By Friday he has heard from three wealth managers, his CPA has asked for the closing statement, his attorney has sent the escrow agreement for signature, and a family member has suggested a lake house.
Nothing in the purchase agreement tells him what to do next. This is what the next 90 days look like when they go well.
Days 1–30: secure, reserve, file
Reconcile the closing. Confirm the funds received against the closing statement: purchase price, working-capital adjustment, escrow or holdback, any seller note or rollover equity. In private-company deals a portion of the price commonly sits in escrow for 12–18 months against representations and warranties; it is not yours to plan with yet.
Put the cash somewhere boring. FDIC insurance covers $250,000 per depositor, per bank, per ownership category. A single operating account does not cover an eight-figure wire. Options your advisor should walk through: an insured cash sweep that spreads deposits across many banks, Treasury bills held directly, or a government money-market fund — each with different insurance, liquidity and yield characteristics, and none of them an investment decision yet.
Set the federal tax reserve. For a Texas seller, there is no state income tax on the gain, which is why the federal bill surprises people: long-term capital gain at the top rate plus the 3.8% net investment income tax, and — in an asset sale — a slice taxed as ordinary income through depreciation recapture. Your CPA should give you a number within the first two weeks and a plan for the next quarterly estimated payment (April 15, June 15, September 15 or January 15, whichever comes first), including whether you can rely on the prior-year safe harbor. Move that reserve out of reach.
Start the Texas close-out. If the entity that sold is winding down, it owes the Comptroller a final franchise-tax report and needs a certificate of account status before it can be terminated with the Secretary of State. The deadline runs from the date the entity stops doing business, so this belongs in month one, not month six. If the entity survives — because you kept real estate, a rollover interest or a consulting arrangement inside it — it keeps filing.
Keep the deal team on the clock. Transition-services obligations, non-compete terms, the earn-out definition and the escrow release conditions are all still live. The people who negotiated them should stay engaged until each one is either satisfied or settled.
Do not invest. Not because markets are unpredictable — they always are — but because you do not yet know your after-tax number, your escrow outcome or what the family actually wants. Cash for 60 days costs a little yield. A portfolio built before those three things are known costs more to unwind.
Days 31–60: the clocks that actually run
Most post-sale checklists are timeless. These are not.
| Clock | Applies if | What runs |
|---|---|---|
| Section 1045 rollover — 60 days from sale | You held qualified small business stock for more than six months but less than five years | Reinvesting the proceeds in replacement QSBS within 60 days can defer the gain. Miss the window and it is gone. See our note on QSBS after the 2025 law. |
| Installment method | Part of the price is paid over time | Gain can be reported as payments arrive, but large installment obligations carry an interest charge on the deferred tax. The election is made on the return; the modelling has to happen now. |
| Estimated payment | Almost everyone | The next IRS quarterly date after closing. |
| Residency evidence | You moved to Texas from California, New York or another taxing state inside the last few years | The former state may examine whether you were still resident when the gain was realised. The documentation is built before anyone asks — see Moving to Texas is the easy part. |
| Lock-up and trading windows | The sale was an IPO or you took public-company stock as consideration | Typically a 180-day lock-up, then Rule 144 and, if you are an insider, a Rule 10b5-1 plan for orderly sales. |
Model the after-tax number three ways. Best case (escrow released, earn-out paid), base case, and the case where the earn-out is disputed. The family's plan is built on the base case.
Write down what the money is for. Not an investment policy yet — a page. Income the family needs from it, gifts already promised, the lake house if it is real, the business you might start next. This page is what every technical decision is checked against.
Days 61–90: build the framework
Investment policy. With the after-tax number known and the purposes written down, the investment policy statement gets drafted: how much stays liquid, what the long-term allocation is, how residual concentration (rollover equity, an earn-out, restricted shares) is treated, and what would cause the plan to change. Diversification does not eliminate risk, and a policy is a discipline, not a forecast.
Estate and gifting. The sale has just revalued the family's balance sheet. The federal estate and gift exemption is large but it is a per-person figure that can be legislated up or down; the question for your estate attorney is whether trust structures or lifetime gifts made now, at known values, serve the family's intent. If gifting of business interests was completed before closing — as in our pre-liquidity case study — this step is a review rather than a scramble.
Liability and titling. An umbrella liability policy sized to the new net worth, asset titling reviewed against the estate plan, beneficiary designations updated.
Governance. Who in the family knows what, who decides, and how the next generation is brought in. The families that handle a liquidity event well tend to treat this as a standing agenda, not a one-time conversation.
How we work in the first 90 days
Vaquero Private Wealth is an independent, fee-only fiduciary. In a post-sale engagement our role is to be the single point of coordination across the CPA, the estate attorney, transaction counsel and the custodian — so the tax reserve, the Comptroller filing, the escrow terms and the eventual investment policy are one plan rather than four. We are compensated only by our clients: no commissions, no product incentives, no referral fees. Our work typically begins with families who have $5 million or more in investable assets.
Where we can, we start before the sale. The 12–24 months before closing is when ownership structure, gifting and deal-structure modelling are still open. If the deal has already closed, the 90 days above are where we begin.
The bottom line
The first 90 days after selling a business in Texas are about protecting what was just created: insured cash, a funded tax reserve, a closed-out entity, a deal team still on call, and a written statement of purpose. The portfolio comes after those five things, not before.
This commentary is provided for informational purposes only and does not constitute investment, tax or legal advice. Tax rules, thresholds and deadlines change; confirm current figures with your CPA and attorney before acting. The situation described is illustrative and does not represent any specific client. Investing involves risk, including possible loss of principal. Advisory services are offered through Vaquero Private Wealth, Ltd., an SEC-registered investment adviser. Registration does not imply a certain level of skill or training.