Tax Considerations When Selling Your Business

There are many things to consider when preparing to sell a business.  Some of the items are strategic business considerations, financial considerations or family considerations.  However, an area that is often overlooked or thought to have an insignificant impact when selling a company is tax considerations.

Tax considerations can have a significant impact, depending on the ownership and/or entity structure, makeup of the business and structure of the deal.  The following are a few tax-related areas to consider when preparing to sell a business.

The first item to consider is deal structure regarding the sale of the assets of the company or the stock.  Often, a willing buyer will want to purchase the assets of the business to expedite the payback from a tax cost recovery standpoint.  This may be counter to a seller’s goals and can possibly result in a higher tax liability.  We frequently work with our clients to compare the tax cost of an asset sale vs. stock sale.  This analysis can provide a seller the opportunity to negotiate a higher selling price.

In transactions structured as an asset sale, we also work with sellers to determine the optimal purchase price allocation related to the various classes of assets sold for tax purposes.  This is an area that can have a significant tax impact and is often overlooked or otherwise addressed post-closing of the transaction.  It is also critically important that this be negotiated prior to closing and narrowly defined in the asset purchase agreement.

The last area that can be critically important to the transaction is tax due diligence.  This often can significantly impact deals for businesses operating in numerous states.  We typically see issues arise relative to state tax filing positions or lack thereof regarding income, franchise or sales and use tax exposure.  The recent Wayfair v. South Dakota case law has also increased the overall exposure related to state tax nexus (requirement to file in a specific state).  It is important to evaluate these areas prior to entering into negotiations with a potential buyer to determine the impact or amount of exposure that may exist and develop a plan to address these issues prior to a sale event.

If you are considering a potential sale of your company, contact your Schneider Downs Succession Planning advisor to start a conversation regarding these matters. 

You’ve heard our thoughts… We’d like to hear yours

The Schneider Downs Our Thoughts On blog exists to create a dialogue on issues that are important to organizations and individuals. While we enjoy sharing our ideas and insights, we’re especially interested in what you may have to say. If you have a question or a comment about this article – or any article from the Our Thoughts On blog – we hope you’ll share it with us. After all, a dialogue is an exchange of ideas, and we’d like to hear from you. Email us at

Material discussed is meant for informational purposes only, and it is not to be construed as investment, tax, or legal advice. Please note that individual situations can vary. Therefore, this information should be relied upon when coordinated with individual professional advice.

© 2020 Schneider Downs. All rights-reserved. All content on this site is property of Schneider Downs unless otherwise noted and should not be used without written permission.

our thoughts on

The IRS Wants to Verify Your Identity—Wait, Is This a Scam?
International, Tax BY Vicky Lu
IRS Releases New Proposed Partnership Schedules (K-2 and K-3) for International Tax Reporting
S Corporation Rollover Equity – Involve Your CPA Early and Often
Financial Boot Camp Series: Focus on What You Can Control to Increase After-Tax Performance
IRS Issues Final Regulations for Non-Grantor Trust Deductions
Tax BY Dan Jozwiak
A Closer Look at Meals and Entertainment Expenses

Register to receive our weekly newsletter with our most recent columns and insights.

Have a question? Ask us!

We’d love to hear from you. Drop us a note, and we’ll respond to you as quickly as possible.

Ask us

contact us

Map of Pittsburgh Office

One PPG Place, Suite 1700
Pittsburgh, PA 15222
p:412.261.3644     f:412.261.4876

Map of Columbus Office

65 East State Street, Suite 2000
Columbus, OH 43215
p:614.621.4060     f:614.621.4062

Map of Washington Office
Washington, D.C.

1660 International Drive, Suite 600
McLean, VA 22102