Buying and Selling Corporate Businesses: Asset Sales

Printer Friendly
Text Size: A A A A
 

Online registration for this course is now closed. Please contact the Member Service Center at
(800) 342-3197 if you wish to inquire about registering.

Back New Search

Overview

4.0 Credits
ONLINE

Review the sale of both C corps and S corps, including planning related to a possible liquidation after the asset sale. Plus, identify tax and non-tax differences between an asset sales and a stock sale.

The sale of a corporate business by selling the assets is a situation where effective tax planning can reduce the tax cost to both the buyer and seller. Attendees will discuss the use of compensation for services, covenants not to compete, personal goodwill and contingent consideration.

Materials are provided as an ebook.

Objectives

  • Identify tax and non-tax differences between an asset sale and a stock sale.
  • Determine possible benefits from using compensation arrangements, covenants not to compete, personal goodwill and contingent consideration.
  • Identify the differences between selling the assets of an S corp compared to a C corp.
  • Recognize the tax significance and relevant legal authority related to allocation of purchase price among the assets purchased.
  • Recall the law applicable to "purchased intangibles."
  • Identify tax considerations related to asset sales after the death of the shareholder.

Major Topics

  • Stock sale vs. asset sale: tax and non-tax differences.
  • Compensating the selling shareholders for services performed.
  • Covenants not to compete.
  • Personal goodwill.
  • Contingent consideration.
  • Built-in gain planning.
  • Installment sales.
  • Allocation of purchase price among the assets.
  • Planning when target has net operating losses or tax credits.

Designed For

CPAs and attorneys.

Prerequisite

An understanding of the taxation of corporations, S corps and partnerships or at least two years of experience in advising privately owned businesses.

Advanced Preparation

None.