Exploring the Tax Consequences of Selling Your Business

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“In this world nothing can be said to certain, except death and taxes.” – Benjamin Franklin

Nobody wants to pay taxes, but knowing a little about the tax law and how to minimize your taxes comes in very handy when it comes to selling your business. At Five Star Business Brokers of Palm Beach County, informing our clients about relevant tax laws and its consequences is of paramount importance. Every seller of a business should of course review their own unique tax situation with their accountant. But here are some issues that every principal owner of a business should confront before selling their business.

When selling a business, the general rule of thumb is that the maximum rate will be 20 percent in accordance with the long term capital gain tax rate now in effect. This 20 percent rate is taxed on the net capital gain, not the gross purchase price of the business. For example, if the business sells for $500,000, but the seller still has a $200,000 non-depreciated capital basis (this includes the purchase price of the business when the seller bought it, start up costs, or other capital costs that the seller incurred) at the time of sale, then the net capital gain would be $300,000. At Five Star Business Brokers of South Florida, many sellers are confused by this. They think the 20 percent rate simply applies to the purchase price and this is not necessarily the true (usually it is not true). The capital basis must be computed, and the seller of a business must explore this issue with their accountant prior to the sale. The higher the capital basis, the lower the net capital gain.

The allocation of the purchase price is a point of negotiation that always comes up with any large business deal. It is important because the sale of a business (when using the typical asset purchase form of sale), when viewed by the IRS, is really the sale of individual assets of the business (such as goodwill, the non-compete, inventory, leasehold improvements, or tangible assets). In general, sellers want more of the purchase price to be allocated towards intangible assets such as goodwill.  Other categories may result in the seller facing the higher ordinary income tax rate on that allocated part of the purchase price. Buyers will want the allocation of the purchase price to be for assets with the shortest depreciation schedule because then they can depreciate such assets more quickly when they file their taxes. However, difficulties may arise. For example, the shortest depreciable asset is for fixed fixtures and equipment (seven years). This sounds great for the buyer, but the buyer may incur state sales taxes for this asset. Also, when it comes to allocating the purchase price for inventory, both parties must insist that the buyer has a valid tax certificate at the time of sale or else the inventory may also be subject to state sales tax.

Sometimes a purchaser wishes the seller to remain on board after the sale as a consultant. Martin at Five Star Business Brokers of Palm Beach County has seen many situations over the years where purchasers want to pay the bulk of the purchase price in the form of these post-closing consultancy fees. Usually the reason is that the purchaser wishes to defer payments as long as possible in order to minimize risk and keep the seller’s ‘skin in the game.’ The problem for the seller, as far as the tax consequences are concerned, is that such consultancy fees are taxed at the much higher ordinary income tax rate (as opposed to the long term capital gain tax rate). So barring unusual circumstances, this is not usually a good idea for the seller.

Always consult a tax expert prior to the sale of your business. The important part of selling your business is to maximize the net purchase price (after taxes!) and to sell the business in a non-disruptive and confidential manner. Give Martin at Five Star Business Brokers of Palm Beach County a call today for a free evaluation for your business.

Located in Palm Beach County, Florida, Five Star Business Brokers proudly transacts business sales throughout the areas of West Palm Beach, Lake Worth, Palm Beach Gardens, Boca Raton, Jupiter, Delray Beach, Boynton Beach, Wellington, Palm Beach, Royal Palm Beach, and Riviera Beach.


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