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Selling Your Business, Taxes & Tax Structures

It is never too early to start thinking about what tax structure you should use when it comes time to sell your business.  A simple, but undeniable, rule of life is that taxes matter and they can’t be overlooked.  Author Tim Fries at The Tokenist has written an excellent and quite detailed overview article on what tax issues business owners need to consider before selling their business.  His article, “What Tax Structure Should You Use When Selling Your Business?” explores many aspects of a topic that many business owners fail to invest enough time in, namely taxes.

As Fries astutely points out, the taxes involving the sale of a business can be complex and are usually unknown to those selling a business for the first time.  Your tax structure can influence how much money you receive at the closing of your deal, so it’s a very good idea to pay attention to all aspects of taxation and your business.  It is key to remember, “When you are selling your business – as far as taxes are concerned – you’re ultimately selling a collection of assets.”

Fries points out that taxes and selling a business are no small matter.  It is possible that up to 50% of the sale of a business can go to taxes. Don’t worry if you are learning this for the first time and feel more than a little shocked.  However, this fact does a good job of illuminating the importance of setting up the right tax structure for your business.  While you might not be able to get around taxes altogether by investing the time and effort to set up the right structure for your business, you can keep from paying more taxes than is necessary.

There are a lot of variables that go into how much you will ultimately have to pay in taxes.  Let’s take a look at some of the key questions Fries raises in his article.

  1. Is your sale considered ordinary income or is the sale considered capital gains?
  2. Are you operating as an LLC, a sole proprietorship, a partnership or are you operating as a corporation?
  3. What portion of the sale price goes to tangible assets as compared to intangible assets?
  4. Is there a difference between your tax basis and the proceeds from your sale?
  5. What does your depreciation look like?
  6. Don’t expect that the buyer will instantly agree to your terms.
  7. Realize that the decisions you make during negotiations with a buyer will have tax implications.
  8. Is an installment sale right for your business?
  9. With C corporations, sellers usually want a stock sale whereas buyers generally prefer an asset sale.
  10. Cashing out immediately, where you receive all your funds at once, will increase your tax liability.
  11. Have you considered switching to an S corporation?
  12. Have you consulted with experts to decide which tax structure is best for you?
  13. Have you consulted with a business broker?

Selling a business is obviously complicated.  Finding a seasoned business intermediary can help you demystify many aspects of buying and selling a business.  Ultimately, having the best deal structure and finding the right buyer can be a labyrinthian process.  Having the very best professional help in your corner is simply a must.

Copyright: Business Brokerage Press, Inc.

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