When Do You Need a Business Valuation?

Every business owner will face at least one situation requiring a professional valuation—the question isn't if, but when.

This guide provides general information about business valuation requirements consistent with NACVA Professional Standards. It does not constitute legal, tax, or professional valuation advice. Each situation requires analysis by qualified professionals applying appropriate valuation standards.

Primary Valuation Categories

Legal & Compliance

Court-mandated, regulatory, and statutory requirements where professional valuation is legally required.

  • • Divorce proceedings
  • • Estate & gift tax
  • • Shareholder disputes
  • • Regulatory compliance
Tax & Financial

IRS requirements, financial reporting standards, and tax planning scenarios requiring formal appraisals.

  • • IRC Section 409A compliance
  • • ESOP transactions
  • • Charitable contributions
  • • Financial reporting
Strategic & Business

Business planning, transactions, and strategic decisions where valuation provides critical insights.

  • • Merger & acquisition
  • • Buy-sell agreements
  • • Investment decisions
  • • Succession planning

Tax & IRS Requirements

Estate & Gift Tax Valuations

Mandatory Appraisal Scenarios

  • • Gifts exceeding annual exclusion ($19,000 in 2025)
  • • Estate tax returns (Form 706)
  • • Generation-skipping transfer tax
  • • Charitable deduction claims over $10,000
  • • Partial interest gifts (fractional interests)

IRS Scrutiny Areas

  • • Family limited partnerships
  • • Valuation discounts over 35%
  • • Closely-held business interests
  • • Serial gifting strategies
  • • Subsequent sale transactions

IRS Penalty Protection

Qualified appraisals meeting IRS requirements may provide penalty protection under IRC Section 6664(c)(3) if the valuation is later challenged, provided the taxpayer acted in good faith and relied on the professional appraisal.

Business Tax Compliance

IRC Section 409A

  • • Stock option pricing
  • • Deferred compensation plans
  • • Employee stock purchase plans
  • • Phantom stock arrangements
  • • Annual compliance certifications

Employee Benefits

  • • ESOP annual valuations
  • • 401(k) company stock funds
  • • Stock appreciation rights
  • • Employee ownership plans
  • • Benefit plan asset allocations
Financial Reporting Standards

GAAP Requirements

  • • Purchase price allocations (ASC 805)
  • • Goodwill impairment testing (ASC 350)
  • • Fair value measurements (ASC 820)
  • • Asset retirement obligations
  • • Share-based payment arrangements

Audit Requirements

  • • Annual impairment assessments
  • • Investment portfolio valuations
  • • Intangible asset measurements
  • • Business combination reporting
  • • Level 3 fair value disclosures

Understanding Standards of Value

Professional Valuation Standards

The appropriate standard of value significantly impacts the conclusion and must align with the purpose

Primary Standards

  • Fair Market Value: Estate/gift tax, many litigation matters
  • Fair Value: Shareholder disputes, financial reporting
  • Investment Value: Strategic transactions, specific buyers
  • Intrinsic Value: Investment analysis, fundamental value

Professional Methodology

Credentialed valuators consider three approaches with professional judgment determining appropriate weighting:

  • Income Approach: Present value of future cash flows
  • Market Approach: Comparable company and transaction analysis
  • Asset Approach: Adjusted net asset value

Note: ASC 820 defines fair value differently than IRS fair market value. Professional judgment is required to select the appropriate standard for each engagement.

Strategic Business Applications

Transaction Planning

M&A Transactions

  • • Initial price guidance and negotiation range
  • • Fairness opinions for board approval
  • • Due diligence support and validation
  • • Purchase price allocation assistance

Buy-Sell Agreements

  • • Annual valuation updates
  • • Trigger event valuations (death, disability)
  • • Retirement buyout calculations
  • • Performance-based adjustments
Ownership & Succession

Succession Planning

  • • Management buyout structuring
  • • Family succession gift strategies
  • • Employee stock ownership plans
  • • Key executive retention plans

Equity Compensation

  • • Stock option exercise pricing
  • • Equity incentive plan design
  • • Performance unit valuations
  • • Carried interest allocations
Investment & Capital Decisions

Capital Raising

  • • Investor presentation support
  • • Convertible security pricing
  • • Debt vs. equity analysis
  • • Dilution impact assessments

Strategic Planning

  • • Investment opportunity analysis
  • • Capital allocation decisions
  • • Performance benchmarking
  • • Value creation initiatives

Risk Management

  • • Insurance coverage assessments
  • • Business interruption claims
  • • Key person life insurance
  • • Buy-sell funding requirements

Valuation Requirement Decision Matrix

When is Professional Valuation Required?

Quick reference guide for determining valuation requirements across different scenarios

This matrix provides general guidance only. Specific requirements vary by jurisdiction, purpose, and circumstances. Consult qualified professionals for your situation.
Scenario
Potential Legal/Regulatory Requirement
Best Practice
Risk Level
Divorce property division
High
Always
High
Estate tax return (>$13.99M for 2025)
High
Always
High
Gift tax return filing
High
Always
High
Shareholder disputes
High
Always
High
409A stock options
High
Always
High
ESOP transactions
High
Always
High
Buy-sell agreement trigger
Varies
Recommended
Medium
Management buyout
Low
Recommended
Medium
Succession planning gifts
Varies
Recommended
Medium
Financial reporting (Level 3)
High
Always
Medium
Insurance claim settlement
Low
Recommended
Medium
Partner retirement buyout
Varies
Recommended
Low
General business planning
Low
Optional
Low
Performance benchmarking
Low
Optional
Low

Critical Documentation Requirements

Professional Standards Documentation

Professional valuation standards mandate comprehensive documentation throughout the engagement. This isn't bureaucracy—it's your protection against challenges from the IRS, opposing parties, or regulatory bodies.

Essential Documentation Elements

  • Information Sources: Every document reviewed, database accessed, and interview conducted must be catalogued
  • Assumptions & Limiting Conditions: Clear disclosure of all assumptions underlying the valuation conclusion
  • Methodology Support: Detailed explanation of why specific methods were selected or rejected
  • Reconciliation of Approaches: When multiple methods are used, explicit weighting rationale
  • Work Paper Retention: Professional standards require maintaining complete work files for a minimum of five years

Documentation Best Practices

  • Real-time Documentation: Document analysis as it occurs, not after completion
  • Source Attribution: Every fact, figure, and assumption must have a documented source
  • Version Control: Maintain clear version history of all documents and analyses
  • Quality Review: Implement systematic review processes for all documentation
  • Electronic Storage: Secure, searchable storage with appropriate backup systems

Critical Warning

Inadequate documentation is one of the most common reasons valuations fail under scrutiny, even when the conclusion itself is reasonable. Professional standards require comprehensive documentation for defensibility.

Avoid These Costly Valuation Mistakes

Assuming Internal Estimates Are Sufficient

Many professionals assume that internal calculations, broker opinions, or rule-of-thumb estimates will satisfy legal or regulatory requirements. This can lead to IRS penalties, court challenges, or regulatory violations.

Solution: Engage qualified appraisers for any legal, tax, or compliance-related valuation need.

Waiting Until the Last Minute

Rushing valuation work leads to inadequate analysis, limited appraiser availability, higher costs, and increased risk of challenges. Complex valuations typically require 4-8 weeks, though extensive engagements may take longer.

Solution: Plan valuations well in advance of deadlines and key events.

Using Outdated Valuations

Business values change rapidly due to market conditions, performance, and other factors. Using stale valuations for current transactions can result in significant over or underpayment and potential legal challenges.

Solution: Obtain current valuations for all transaction and compliance purposes.

Choosing Unqualified Appraisers

Courts, the IRS, and regulatory agencies scrutinize appraiser qualifications carefully. Using appraisers without proper credentials, experience, or independence can invalidate the entire valuation.

Solution: Select credentialed appraisers (ASA, ABV, CVA, MAFF) with relevant industry experience and independence as defined by applicable professional standards.

Valuation Planning Checklist

Pre-Valuation Planning Steps

Essential steps to take before engaging a business appraiser

Define Requirements

  • Identify specific valuation purpose and standard
  • Determine required valuation date
  • Understand legal/regulatory requirements
  • Assess timeline and deadline constraints

Select Appraiser

  • Verify appropriate credentials and experience
  • Confirm independence from all parties
  • Review industry and methodology expertise
  • Assess litigation/regulatory experience if needed
  • Confirm appraiser holds appropriate credentials for the specific purpose

Prepare Documentation

  • Gather 3-5 years of financial statements
  • Compile tax returns and supporting schedules
  • Organize corporate records and agreements
  • Prepare operational and strategic information

Engagement Planning

  • Define scope and deliverables clearly
  • Establish realistic timeline and milestones
  • Address confidentiality and privilege issues
  • Plan for ongoing communication and updates

Not Sure if You Need a Valuation?

Get expert guidance on your specific situation. Our comprehensive assessment will help you understand your valuation requirements, timeline, and next steps for compliance or strategic planning purposes.

Our NACVA-credentialed professionals ensure your valuation meets all applicable standards while providing practical, actionable insights for your business decisions.