Buying and Selling Corporate Businesses: Asset Sales 2024
4.00 Credits
Member Price $159
Non-Member Price $209
Overview
Review the sale of both C corps and S corps, including tax planning related to a possible liquidation after the asset sale. Also, identify tax and non-tax differences between asset and stock sales. 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. We’ll discuss compensation for services, covenants not to compete, personal goodwill and contingent consideration.
Highlights
- Stock sale vs. asset sale: tax and non-tax differences
- Compensating the selling shareholders for services performed
- Covenants not to compete
- Personal goodwill
- Built-in gain planning for S corporations
- Installment sales
- Allocation of the purchase price among the assets
Prerequisites
An understanding of the taxation of individuals, corporations, S corporations and partnerships or at least two years of experience in advising privately owned businesses.
Designed For
CPAs and attorneys.
Objectives
- Determine benefits from using compensation arrangements, covenants not to compete, personal goodwill and contingent consideration
- Identify the differences between selling the assets of an S corporation compared to a C corporation
- Recognize the tax significance and relevant legal authority related to the allocation of the 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
Preparation
None
Leader(s):
Leader Bios
John McWilliams, CalCPA Education Foundation
<b.John McWilliams, CPA, JD, is Professor of Accounting at Golden Gate University. Previously he was a Professor of Accounting at San Francisco State University. He began his career as a tax adviser with a Big Four CPA firm. For more than 30 years, while teaching, he has been a tax adviser to lawyers and CPAs regarding the tax matters of their clients. Areas of expertise include tax issues related to buying and selling privately held businesses, financially troubled businesses, business restructuring and reorganization and ownership succession to employees or family members. Mr. McWilliams is active in CalCPA, having served as president of the San Francisco Chapter, chair of the Financial Literacy Initiative, a member of the CalCPA Board of Directors serving as Vice Chair. He is currently a member of the Taxation Committee, the Financial Literacy Committe, and the Accounting Education Committee. He has served as a California representative to the AICPA Council and is currently a member of the AICPA Financial Literacy Commission. Mr McWilliams is author of two chapters of the CCH Expert Treatise Library : Federal Taxation of Corporations & Shareholders.
Non-Member Price $209
Member Price $159