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💰 Tax Guide

Business Sale Tax

Understand tax implications of selling your business and strategies to minimize tax burden

📅August 18, 2025
⏱️10 min read
💡Tax Saving Tips

💸Tax Impact When Selling Business

15-25%

Capital Gains Tax

On profit from sale

State

State Taxes

Varies by location

Other

Additional Costs

Professional fees, etc.

⚠️

Critical Importance!

Tax planning should start 6-12 months before selling to take advantage of various tax deductions and strategies

📊Types of Taxes Related to Business Sale

1

Capital Gains Tax

Tax Rate: 15-25%

Calculated on profit from sale

Sale Price:$10,000,000
Cost Basis:$6,000,000
Capital Gain:$4,000,000
Tax (20%):$800,000
2

Ordinary Income Tax

Tax Rate: Varies

On certain portions of the sale

Asset vs Stock Sale Structure
Depreciation recapture

Strategy: Structure sale to minimize ordinary income portions

3

State Taxes

Tax Rate: 0-13%+

Varies by state

No State Tax:TX, FL, WA, etc.
Potential Savings:Significant

Consider state residence for tax optimization

4

Additional Considerations

Various Rates

Net Investment Income Tax, etc.

• Net Investment Income Tax (3.8%)

• Section 1202 qualified small business stock

• Installment sale treatment

💡Tax Reduction Strategies

🎯 Effective Tax Reduction Strategies

📊Structural Planning

  • • Asset vs. Stock Sale Structure
  • • Installment Sale Treatment
  • • Charitable Remainder Trusts

Timing Strategies

  • • Sell in low-income years
  • • Spread payments over multiple years
  • • Utilize loss carryforwards

📋Deduction Maximization

  • • Transaction costs
  • • Advisory and broker fees
  • • Investment banking fees

🎁Special Incentives

  • • Section 1202 exclusion (up to $10M)
  • • Opportunity Zone investments
  • • Business combination structures

🧮Tax Calculation Example

Case: $20 Million Business Sale

❌ No Tax Planning
Sale Price:$20,000,000
Cost Basis:$10,000,000
Capital Gain:$10,000,000
Federal Tax (20%):$2,000,000
State Tax (5%):$500,000
Total Tax:$2,500,000
✅ With Tax Planning
Gain after deductions:$8,500,000
Section 1202 exclusion:$1,000,000
Taxable Gain:$7,500,000
Federal Tax (20%):$1,500,000
No State Tax (moved):$0
Total Tax:$1,500,000

Tax Savings: $1,000,000 (40% reduction)

Need Tax Planning Advice?

Consult tax experts specializing in business sales and tax reduction strategies

📝Summary & Recommendations

✅ Should Do

  • • Plan taxes 6-12 months in advance
  • • Use professional tax advisors
  • • Keep complete documentation
  • • Consider optimal sale structure

❌ Should Not Do

  • • Avoid taxes illegally
  • • Rush without planning
  • • Hide information from IRS
  • • Go without expert consultation