Taxing Considerations For Business Sellers

出售业务时，税收考虑因素在最大化您和其他股东的现金回报方面发挥了重要作用。因为如果山姆大叔叔叔没有得到收益的公平份额，他会惩罚您，所以确保他得到应有的款项符合您的最大利益，但不再一分钱。

为了最大程度地减少税收，卖方必须了解销售过程开始时任何购买协议条款和条件的法律含义。考虑剥离业务时，请咨询财务，法律和税务顾问以获取适当的建议。在此期间，了解一些基本信息，以更好地了解税法在您出售业务时如何影响您和您的净收益。

What’s Your Type?

When you founded or purchased your company, you either chose a business type or acquired an already formed business. Common business structures include C corporations, S corporations, limited liability companies (LLCs), general and limited partnerships, and sole proprietorships. Note that S corporations, LLCs, partnerships and sole proprietorships generally are more tax friendly to sellers than C corporations.

Sellers of C corporations prefer to sell stock rather than assets for two primary reasons: All liabilities are assumed by the buyer in a stock purchase, and, more important, only the stockholders recognize—and as a result, pay tax on—gains from the sale in a stock purchase. In other words, there’s no gain or tax at the corporate level and, therefore, sellers avoid so-called double taxation.

另一方面，买家更喜欢支付折旧资产（由于折旧费用将降低未来应税收入），并仅承担他们想要的负债。However, when C corporation assets are sold at a profit (that is, marked up from book value), Uncle Sam takes two bites from the apple — one at the corporate level and one at the shareholder level after the company pays out what’s left of the gain to its shareholders. Fortunately, in many cases the second bite will probably be smaller because of the new 15-percent tax rate on dividends according to the Jobs and Growth Tax Relief Reconciliation Act of 2003.

Conversely, when an S corporation, LLC or partnership assets are sold, the gain or loss from selling the assets is passed directly through — with no tax at the corporate or company level — to selling stockholders, LLC members or partners. The buyer and seller must agree on the assets’ value, however, because the IRS requires the value of each asset class to appear in the purchase agreement (or in one of the exhibits).

So, when you establish or buy a business, remember that there are significant tax benefits when using the S corporation, LLC or partnership form of business. Also, when selling your business, it’s important to negotiate the right transaction structure (that is, asset or stock purchase). It could significantly affect what you as the seller can keep after taxes are paid.

If you’re buying a C corporation, you can first establish a new S corporation or LLC to buy it. Then you can merge the C corporation into the new buying organization. When it comes time to sell, you’ll be able to reap the tax benefits described. Note that if you’ve converted a C corporation to an S corporation, 10 years must pass before you as a seller can receive the conversion’s full tax benefits. So make sure (whether you’re buying or selling) to consult with your tax advisor along the way or a nasty surprise may await you.

通常，C公司的卖家会尝试从买方获得更高的价格，以抵消较大税收的一部分。当发生这种情况时，买方可能希望将一部分考虑成为咨询协议，就业协议或赚钱。为什么？这些付款类型在向卖方支付时可扣除买方的税款，而资金用于股票，库存，固定资产，商誉等。

But, while these agreements are tax friendly to the buyer, they are tax unfriendly to the seller. Any money received from these types of agreements is taxed at the seller’s "ordinary" income tax rate rather than the lower, long-term capital gain tax rate.

Another consideration regarding taxes has to do with the timing of payments received. If you are selling a privately held company through an installment sale, or if a portion of the purchase price is funded through a seller note, you may report the gain caused by the installment method and make the resulting tax payments in the period when cash is actually received. This applies whether the sale is an asset or stock sale.

为什么要独自一人？

税法和国税局规则和法规非常复杂，并且一直在变化。精明的卖方将在整个剥离过程之前和整个剥离过程中寻求合理的税收建议，以最大程度地减少税收并最大化带回家现金。您应该咨询您的顾问，以帮助确保Sam叔叔只能得到他的进来。

Matthew J. Miller is a managing director at BlueWater Partners, a middle market investment-banking firm. As strategic advisors to business owners and management, BlueWater Partners works with companies to create, manage and realize business value, frequently before or through a sale or acquisition. BlueWater Partners’ services include advice on mergers and acquisitions, divestitures, capital sourcing, performance improvement, restructuring and turnaround. Mr. Miller can be contacted at matt@bluewaterpartners.com.

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