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Writer's pictureRachel Boynton

What Are the Key Tax Implications to Consider When Selling a C Corporation?


When it comes to businesses, understanding the tax implications based on your company's structure is essential, especially if you're eyeing a future sale. One particular corporate type that often presents surprising tax challenges is the C corporation (C-corp). Unlike S corporations (S-corp), which pass income directly to shareholders without facing corporate-level taxation, C-corps are subject to corporate income tax.


The main tax hurdle for C-corps is what's known as "double taxation." This means that the corporation itself is taxed on its profits, and then shareholders face taxation again when they receive dividends or distributions. While C-corps offer limited liability protection like their S-corp counterparts, grappling with potential double taxation can catch owners off-guard or complicate matters during business transactions. Being aware of these tax intricacies well ahead of time empowers business owners to plan their finances effectively and make informed choices when the time for a sale arises.



Exploring the Dynamics Affecting C-Corp Sales


When navigating the potential sale of a C-corporation (C-corp), it's crucial for owners to grasp the tax implications that could sway the transaction either positively or negatively. One common challenge arises when sellers find that buyers prefer acquiring the company's assets—like inventory, equipment, and goodwill—over its stock. This preference is driven by the desire to leverage tax deductions for asset depreciation and amortization while sidestepping future liabilities stemming from the company's previous ownership. However, for sellers, opting for an asset sale might lead to double taxation, unlike a stock sale.


Some sellers contemplate converting their C-corp to an S-corp just before a sale to evade potential double taxation. However, this tactic often proves futile due to a five-year look-back period in tax law that prevents immediate tax benefits from such conversions. Despite these hurdles, there are upsides for sellers in C-corp transactions. Buyers may offer higher purchase prices, particularly if goodwill or fixed assets play a significant role. Additionally, the flat 21% corporate tax rate introduced by the Tax Cuts and Jobs Act of 2017 has made C-corp asset sales more appealing, with shareholders potentially benefiting from tax exclusions under Section 1202.


Beyond tax implications, other significant factors come into play during C-corp sales, such as covenants not to compete and personal goodwill. These aspects often influence the allocation of purchase prices post-sale. While funds received from noncompete agreements are taxed as ordinary income, those from goodwill are taxed as capital gains. Sellers commonly prioritize allocating proceeds to personal goodwill, which can be written off by buyers, albeit with potential IRS scrutiny. However, recent legal precedents have reinforced the distinction between personal and corporate goodwill, offering clarity on tax implications based on ownership structures and relationships within the corporation. Ultimately, understanding these intricacies is pivotal for sellers looking to maximize value in C-corp transactions.


Building Your Team


Selling a C-corporation (C-corp) can be a daunting endeavor, with various complexities to navigate. Understanding the tax implications and the buyer's perspective in such transactions is crucial for sellers looking to enter the market. However, tax considerations are just one piece of the puzzle that sellers need to grasp before proceeding with their business sale. That's why assembling a proficient team of professionals is paramount to ensure a successful transaction.


One indispensable member of this team is a seasoned merger and acquisition (M&A) advisor, ideally with expertise in selling C-corps. Such an advisor can provide invaluable guidance on preparing for the sale and navigating the intricacies of the process. Their experience in similar transactions can help sellers anticipate potential obstacles and pave the way for a smoother transaction. Ultimately, a well-informed seller is more likely to achieve a successful sale.

In addition to an M&A advisor, sellers should enlist the expertise of a qualified tax accountant well-versed in C-corp transactions. This accountant can offer insights into the tax implications of the sale and assist with post-transaction tax planning, ensuring sellers are prepared for both short- and long-term tax responsibilities.


Lastly, partnering with a reputable M&A law firm is essential to ensure compliance with legal requirements throughout the transaction process. From drafting the letter of intent to finalizing the purchase agreement, a skilled legal team can provide invaluable support in structuring the deal and ensuring regulatory adherence.

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