Buying and Selling Corporate Businesses

Buying and Selling Corporate Businesses

Few business decisions are more important, complex and critical than a buy-or-sell decision of a corporation. These complex transactions require the right information and an understanding of the needs of the parties and the ramifications. The CalCPA Buying and Selling Corporate Businesses series explores the options and decisions that affect you and your clients.

Instructor: John G McWilliams, CPA, Esq.


Asset Sales

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 sale 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. We'll discuss the use of compensation for services, covenants not to compete, personal goodwill and contingent consideration.

  • Time: 8—11:30 a.m.
  • Credits: CPE 4, MCLE 3, IRS-TX 4, MCLE LS-TX 3, CTEC-TX 4
  • Dates: Aug. 19 | Nov. 29 | Jan. 5

Stock Sales

Considers the sale of both C corps and S corps. Discuss the use of compensation for services, covenants not to compete, personal goodwill and contingent consideration, as well as the use of installment sales.

Expertise in the sale of a corporate business by selling corporate stock is a situation where effective tax planning can reduce the tax cost to both the buyer and the seller. Also, consider the possible application of IRC 1202, 1042 and 1045, and the possible value of a Section 338, 338(h)(10) or when 336(e) election is evaluated.

  • Time: Noon—3:30 p.m.
  • Credits: CPE 4, MCLE 3, IRS-TX 4, CTEC-TX 4
  • Dates: Aug. 19 | Nov. 29 | Jan. 5

Using Installment Obligations

When a corporate business is sold, it is common for part of the consideration received to include an installment obligation of the buyer. Weigh the tax consequences of using installment obligations as part of the stock or asset sales from a corporation.

Discuss both S corporations and C corporations. Evaluate the use of a contingent purchase price. Analyze and identify tax planning opportunities.