The tax aspects of acquiring a business

Tax considerations are seldom the determining factor in deciding whether to purchase a business. However, taxes often affect the price and form (e.g., purchase of stock or purchase of assets) the acquisition takes. This is true because the form of the transaction affects the buyer's present value of after-tax future cash flows and therefore the price the seller will receive. The tax implications of the purchase and sale of a business largely depend upon who the buyer and seller are and what is being bought and sold. The business being purchased may be an unincorporated proprietorship, a single owner limited liability company (LLC), a partnership (or an LLC with more than one member), a C corporation, or an S corporation. The form of the sale (asset or stock) affects the character of the seller's gain (ordinary or capital) and the buyer's basis of the assets. The buyer's basis will eventually become tax deductions. Just as the price the buyer is willing to pay is based on the projected present value of the after-tax proceeds, the price that is acceptable to the seller will depend upon his or her expected after-tax proceeds. Each party must be aware of the other party's tax consequences to achieve a rational agreement.