Understanding the Tax Implications When You Sell Your Business
Building a successful business takes hard work, and you want to get the maximum benefit when you’re ready to sell. Understanding the tax implications of a business sale can help you do that.
You can get hit by a few taxes depending on the type of sale, the ownership structure of your business, and your financial circumstances. However, the capital gains tax is the primary tax of concern.
How a Capital Gains Tax Impacts Selling Your Business
When you sell an asset, you pay a capital gains tax on the profit of the sale. A business is no different. When you sell your business, you may have to pay capital gains taxes if you show a profit from the difference between the sale price and the basis, or what you paid to acquire and improve your company.
Your capital gain could be huge, so the consideration you give to taxes can significantly impact how much money you walk away with. If you have owned your business for less than a year and sell, the short-term capital gain is taxed as regular income. A business owned longer than a year and sold is taxed as a long-term capital gain with tax rates of 0 percent, 15 percent, and 20 percent, depending on your income and filing status.
If your basis was $100,000 to start your business and you owned it for five years, a sale for $5 million would give you a capital gain of $4.9 million. At a capital gains tax rate of 20 percent, you would pocket $3.92 million.
Depending on where you live, you might also have to pay a state income tax. Business brokers can pull together a team of professionals, including a tax accountant, to build tax strategies to help you mitigate taxes from selling your business.
The Structure of Your Business Matters
The business structure you have impacts how taxes are paid. Your business might have one of the following structures:
Limited Liability Company (LLC)
Partnership
S Corporation
C Corporation
Taxes are a pass-through for the owners of LLCs, partnerships, and S corporations. That means you pay the taxes from the sale of a business. However, taxes on the sale of a C corporation get more complicated.
The Type of Sale
Selling your business can happen in two ways: an asset sale or a stock sale. As an LLC, partnership, or S corporation, you typically will not incur additional taxes on the sale of assets. However, when selling assets as a C corporation, you could be taxed twice — at the corporate and shareholder levels.
You can avoid that by selling the stock of the company. However, most buyers prefer to buy assets because they can deduct the cost of buying your company.
Tax Considerations Before You Sell Your Business
The terms of your deal can also determine the taxes you pay.
Cash at Closing: You receive cash at closing
Earn Out: The buyer pays some cash at closing, but the rest over time
Equity Rollover: You receive cash for some stock, but hold on to some
Seller’s Note: You allow the buyer to pay over time with interest
Taking cash at closing gives you the biggest capital gains tax hit, although your risk increases with the other terms.
Plan for Taxes Before You Sell
To keep as much of your business sale proceeds as possible, consider adding tax planning long before you sell your business. Business brokers can guide you in preparing for the tax implications of selling your business.
