Tax Law Tips When Thinking About Buying a Company

As the owner of a company, you must be aware of your state, federal, and local tax obligations. This will assist you in filing your taxes correctly and making payments on time. When you start a business, the business structure you choose determines what taxes you’ll pay and how you’ll pay them. If you are thinking about selling or buying another firm, you should be aware of the tax ramifications. When selling a firm, both buyers and sellers must follow a precise legal procedure. Following the receipt of a letter of intent, business purchase agreements begin the legally binding purchase of a firm. This sort of contract requires the buyer to purchase the firm by the terms and conditions of the contract.

If you’re considering buying an existing business firm, here are some tax law suggestions. Under current tax legislation, a transaction can be structured in two ways:

You must decide whether you want to purchase stock or assets. The assets of a business, such as equipment, inventory, and facilities, are purchased in an asset purchase. When you buy stock, on the other hand, you’re merely buying shares (equity). Whether you’re buying stocks or assets, it’s critical to be properly educated on the consequences of each decision

Stock (a share of ownership) – If the target company is a partnership, a C or S corporation, or a limited liability company that is considered a partnership for tax reasons, a buyer can directly purchase a seller’s ownership interest. The current corporate federal income tax rate of 21% makes purchasing stock in a C corporation more appealing. Reasons: The corporation will be taxed at a lower rate and earn more money after taxes. Furthermore, any built-in profits on appreciated business assets will be taxed at a lower rate when sold.

Individual federal tax rates have been decreased under the current law, making ownership interests in S companies, partnerships, and LLCs more appealing. Reason: These entities’ passed-through revenue is taxed at a reduced rate on a buyer’s tax return. Individual rate cuts, on the other hand, are set to expire at the end of 2025.

Assets – The assets of a company can also be purchased by a buyer. This may occur if a buyer is exclusively interested in certain assets or product lines. If the target firm is a sole proprietorship or a limited liability company with only one member that is taxed as a sole proprietorship, this is the only choice.

The buyer will obtain a basis step-up to fair value if the target’s assets are worth more than the target’s asset basis, but a stock acquisition would result in a (lower) carryover basis. As a result, by purchasing assets, the buyer benefits from the basis step-up as well as the corresponding depreciation and amortization discounts. Furthermore, unless there are exceptional circumstances, the buyer does not usually acquire the target’s tax history or past tax liabilities.

If the target’s tax basis in its assets is higher than the stock basis in its shares, an asset disposition may be more advantageous than a stock disposition because the sale of assets will result in less taxable gain.

Sellers’ preferences

Sellers favour stock sales for both tax and nontax reasons. One of their goals is to reduce the tax bill from a sale. Rather than selling assets, this is frequently accomplished by selling their ownership rights in a corporation (corporate stock, partnership or LLC interests). Liabilities normally shift to the buyer when a stock or other ownership interest is sold, and any gain on sale is generally considered as long-term capital gain with lower taxation (if the ownership interest has been held for more than a year).

The seller and buyer must normally agree on a sales price allocation among the assets being sold, as this will influence the type of the gain realized by the seller as well as the number of sales, use, and additional transfer tax duties incurred as a result of the sale Although tax authorities have the right to oppose such an allocation in most cases, they will normally respect an allocation that the seller and buyer agreed to and discussed at arm’s length. For non-C company sellers, how the sales price is allocated can save or lose them a lot of money in taxes. 

Purchase of Equity Interests Resulting in Tax Consequences

A buyer agrees to buy all or a portion of an entity’s outstanding equity interests from one or more of its owners in an equity interest sale. The transaction may be a tax-free reorganization if both the acquirer and the company being sold are corporations and the sales price is or includes the buyer’s shares. Otherwise, each seller will report a taxable gain or loss equal to the difference between the amount it received from the buyer and its adjusted tax basis in the sold interests. If the gain is recognized, it is common to defer some or all of it through the use of seller financing, which can increase the seller’s after-tax money at the interest rate specified in the financing instruments; however, in some larger transactions, there may be a toll charge for this deferral.


Other factors, like employee perks, can result in tax difficulties in M&A transactions. Buying or selling a business is likely to be the most significant transaction you’ll ever make, therefore it’s critical to get professional help. It may be too late to secure the optimal tax results after a transaction is completed.

The tax effects of an entity’s asset sale may differ significantly from those of a sale of the entity’s existing equity interests, and the use of buyer equity interests as purchase currency may have tax repercussions that differ significantly from those of cash or other property. This article examines some of those distinctions and suggests ways for maximizing the seller’s after-tax cash flow from a sale.

There are no regularly utilized arrangements to reduce the tax burden associated with asset sales. If the cash consideration is received after the taxable year in which the transaction occurs, the instalment method of reporting may allow the recognition of gain to be deferred.