Home | Contact | Advertising
Small Business, Information, Resources, Articles - SmartBiz.com
Members Login:
Sign Up Forgot?
SALES & MARKETING
Marketing Online
Email Marketing
Search Marketing
Selling
PR
ONLINE BUSINESS
E-Commerce
Website Creation
Productivity
Accounting
CRM
Web-based Software/SaaS
BUSINESS STRATEGIES
Case Studies
Smart Answers
Videos
Podcasts
Smart Blog
Human Resources
Management
BITS & BYTES
PCs & Online Equipment
Mobile Computing
Security/Business Continuity
Telecom/Office Networks
Small Business Products
FORUMS & RESOURCES
Free White Papers
Tools and Calculators
SmartBiz Forum
Legal & Business Forms
News Feeds
Featured Webcasts & Videos
Franchise Offers


 
SMALL BUSINESS AND STARTUPS INTERNET TECHNOLOGY RESOURCES
Search SmartBiz:
Forms and
Downloads
Free
White Papers
Special
Offers
SmartBiz
Blog
Free Email
Newsletters
Finance
SELLING YOUR BUSINESS: DEAL STRUCTURE AND TAXES
Email ArticleEmail Article
Print ArticlePrint Article
Increase Text SizeIncrease Text Size
Decrease Text SizeDecrease Text Size
Del.icio.us
Digg This
Bookmark and Share

By Dave Kauppi

The purpose of this article is to demonstrate the importance of the tax impact in the sale of your business. As an M&A intermediary and member of the IBBA, International Business Brokers Association, we recognize our responsibility to recommend that our clients use attorneys and tax accountants for independent advice on transactions.

As a general rule, buyers of businesses have already completed several transactions. They have a process and are surrounded by a team of experienced mergers and acquisitions professionals. Sellers on the other hand, sell a business only one time. Their “team” consists of their outside counsel who does general business law and their accountant who does their books and tax filings. It is important to note that the seller’s team may have little or no experience in a business sale transaction.

Another general rule is that a deal structure that favors a buyer from the tax perspective normally is detrimental to the seller’s tax situation and vice versa. For example, in allocating the purchase price in an asset sale, the buyer wants the fastest write-off possible. From a tax standpoint he would want to allocate as much of the transaction value to a consulting contract for the seller and equipment with a short depreciation period. A consulting contract is taxed to the seller as earned income, generally the highest possible tax rate. The difference between the depreciated tax basis of equipment and the amount of the purchase price allocated is taxed to the seller at the seller’s ordinary income tax rate. This is generally the second highest tax rate (no FICA due on this vs. earned income). The seller would prefer to have more of the purchase price allocated to goodwill, personal goodwill, and going concern value. The seller would be taxed at the more favorable individual capital gains rates for gains in these categories. An individual that was in the 40% income tax bracket would pay capital gains at a 20% rate. Note: an asset sale of a business will normally put a seller into the highest income tax bracket.

The buyer’s write-off period for goodwill, personal goodwill, and going concern value is fifteen years. This is far less desirable than the one or two years of expense “write-off” for a consulting agreement.


| 1 | 2 | 3 | Next page »
Add a Comment View Comments
Small Business Home

SmartBiz Shop
Promotional Items with Your logo
 
     
 
Smart Services
Spacer
Spacer
Spacer
Spacer
Add Your Logo Now
Spacer
Get Your Business Online
Build a Website Host Your Website Market Your Business Online
Business Form Downloads
Legal Forms Business Forms
Smart Forums
Recent Postings
Stimulus or "Pork"ulus?
Blog: How Do You Know What Insurance Is Right for Your Business?
If Layoffs Are Necessary, Protect Your Business
Blog - Do You Have Email and Internet Usage Policies in Place?
MORE
Home | Contact | Advertising
© 2016-2018 SmartBiz. All rights reserved. Privacy Statement and Terms of Service
Small Business Home | Business Tools | Online Business | Bits & Bytes | Sales & Marketing | Business Strategies | Forums & Resources
Email Marketing & HTML Email Driven By: Hosted By:   Design By:
Email Marketing
 
XML LogoRSS Logo
Receive our stories via SmartBiz XML/RSS feeds.
Include our stories on your website through SmartBiz javascript content feeds.