For business owners, the sale of their business will likely be one of the largest events they encounter during their life. Accordingly, the business owner should take the time to understand the process with the guidance of an expert who has experience with business sales to reduce the risk and maximize profit.

1. bizt axbuzz.com
http://biztaxbuzz.com/bizlaw/overview-of-deal-structures-when-selling-a-business-part-1-tax-consequences/
Overview of Deal Structures When Selling a Business – PART 1
(Tax Consequences)
26thAugustOverview of Deal Structures When Selling a Business – PART 1 (Tax
Consequences)
Posted by Trevor Crow
For business owners, the sale of their business will likely be one of the largest events they encounter during
their lif e. Accordingly, the business owner should take the time to understand the process with the guidance of
an expert who has experience with business sales to reduce the risk and maximize prof it. In this two-part
series of posts, I examine the most common types of deal structures that business owners use when selling
their businesses. Throughout this series of posts I ref er to stock generically as the representation of
ownership interests in the business, but the same concepts apply if you’re dealing with membership interests in
a LLC.
While there are many variations of deal structures available, the vast majority of deals f all under one of two
broad categories that are addressed below: (1) asset sales; and (2) stock sales. One of the main f actors to
consider when deciding between an asset sale and a stock sale is the tax consequences.
Asset Sales
An asset sale results in the best tax benef it f or the buyer. In an asset sale, a buyer purchases only the assets
of the selling business that it agrees to purchase and the price paid is allocated among each of the purchased
assets. Buyer’s tax basis in all the purchased assets will be equal to the total purchase price. And the Buyer’s
basis f or each asset will be the amount that the parties agree to allocate to each of the assets purchased
(provided the allocation is reasonable). In general, the Buyer will want to allocate the most money to assets
that depreciate on the shortest depreciation schedule. An asset sale will benef it the buyer when taking
depreciation and will also benef it the buyer when there is a subsequent sale of the assets purchased.
On the other hand, the tax consequences to the seller in an asset sale are not as f avorable. If the seller is a C
corporation f or example, then the gain f rom the asset sale will be taxed at the corporate level f or f ederal
income tax purposes, and then the remaining cash lef t in the company will be taxed to shareholders of the
company when the proceeds of the sale are distributed as dividends. If the entity is an S corporation or an
LLC, there will usually be only one level of tax in an asset sale because these entities are considered pass-
through entities f or tax purposes. However, as explained below the tax treatment to the seller in a stock sale
is usually more benef icial to the seller regardless of seller’s f orm of entity.
Stock Sales
A stock sale is typically benef icial to the seller. In a stock sale, the buyer will get a basis in the stock, which
can’t be amortized, but typically does not get an increased basis in the purchased assets (unless the buyer
makes a Section 338(h)(10) election, which is outside the intended scope of this post). With a stock sale, the
seller’s entity type doesn’t matter because the shareholders will only be subject to one level of taxation and
typically at lower capital gains rates. While the lower capital gains rates make a stock sale benef icial to all

2. f orms of seller entities, of ten a stock sale is not seriously considered as an option unless the seller is a C
corporation and subject to the double taxation that occurs if the sale is structured as an asset sale.