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IRS & Financial· 8 min read

Tax Implications of Selling Your Business

How a deal is structured can swing the after-tax outcome by 20% or more.

Two businesses sell for the same price; the owners net dramatically different amounts. Structure drives the tax — start planning 12 months before close.

Key terms

Asset sale
Buyer purchases specific assets; gain allocated across asset classes per Form 8594.
Stock sale
Buyer acquires the entity; seller generally gets capital-gain treatment on the entire price.
338(h)(10) election
Hybrid — legal stock sale, taxed as asset sale. Common for S-corp acquisitions.
Installment sale
Seller spreads gain across years to manage bracket exposure.
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