Whether we are a business or an individual we need to understand ‘our tax position.’ Perhaps you are a business owner who is thinking about selling your business?  You have been doing this for many years and you have made the decision to sell and move to something new.  You are probably burned out, have a concern about your health and decided to move to a bigger and better idea.  Congratulations!

So step one is the decision to sell.

What should step two be?

Step two is to make sure you have something to go to that’s better than what you’re currently doing.  If you’re burnt out and are thinking of selling but you go to all the trouble to find a buyer of the business, get their offer and all of a sudden realize you’d sooner continue what you’re doing rather than sit on a beach or play golf 4 days a week or whatever.  So step two is to make sure you are excited about what you’re going to move to.

If selling seems the best option, step three is to get a business valuation from an independent third party.  I can’t tell you how many business owners call me and explain why they think their business is worth a certain amount of money.  After asking a series of questions I have the problem of bursting their bubble.  So if you are serious about selling, get a third party valuation.  The valuation can be an opinion of value from a business broker, accountant or other professional.  It doesn’t require an in depth appraisal where the matter may go to a court such as for a divorce or partnership dispute.

The fourth step is to talk to your tax agent or hire a professional that can let you know how much you will get to keep once the buyer pays your negotiated purchase price.  Just because the buyer offers you $1,000,000 for your business it doesn’t mean that’s what you get to keep.  There is an issue called taxes that needs to be dealt with and it can get complicated.

There are many ways it can get complicated.  Complication one starts with the legal entity of the business.  Tax write offs and tax minimization are different for a Sole Proprietor or an LLC or an S Corp and especially a C Corp.

Complication two comes into play as the buyer wants to maximize the tax benefits from his perspective which often have a negative consequence to the seller.  This complication has to be resolved for the transaction to close through the Purchase Price Allocation process.

The Purchase Price Allocation comes into play when the total purchase price is broken down into items such as inventory, goodwill, fixtures, furniture and equipment, covenant not to compete, training and other categories available that vary according to the business being sold.

For the benefit of both the buyer and the seller, it is important to recognize that the deal can fall over if agreement is not reached on the Purchase Price Allocation as there are tax consequences to each party.  Furthermore, this piece of negotiation can arise after the first set of negotiations for the purchase price and terms of the deal.  If the purchase price and terms have been protracted and tough negotiations, working through the Purchase Price Allocation can open a new source of tension.  The key point here is that there must be willingness for each party to give on the Purchase Price Allocation.  If one party refuses to budge then the transaction will most likely die.

+Andrew Rogerson

When talking about good strategies to limit the amount of tax the owners or the business has to pay, there are three issues to consider.

The first issue, which tends to be the most obvious but also the most difficult, is to encourage business owners to take advantage of solid tax planning.  The demands of owning and operating a business especially during a difficult economy does not seem to provide a good Return On Investment for the time or money it may cost to find out the best direction to go.  By avoiding good tax planning can in turn mean the business pays more than its fair share of tax at both the business and personal level and that does not make a lot of sense.

Any good tax planning strategy and therefore the second issue to consider looks at the legal structure of the business.  With the wrong legal structure, the business owners or shareholders may fail to structure the business to reduce taxes but also protect both the business and personal assets.

The final issue, which generally gets little attention, is taking advantage of the tax code.  The goal of doing this is to minimize the tax exposure of the owner and to do this by understanding the implications through Estate Plans and any potential disasters this may cause the heirs following an event which incapacitates or involves a loss of life.

If these three issues make sense, one of the services we offer is a complete assessment of the business or a Business Assessment.

A part of the Business Assessment is to look at the impacts of tax both on the business and for the individual shareholders.  In this look, we use two perspectives; one for the everyday operation of the business and shareholder compensation, and secondly, the transactional tax implications at the time of sale or close of escrow.

Within the Business Assessment, we present a tax savings and exposure illustration to each individual shareholder demonstrating the amount of money, within a range; each party is overexposed or could save.  The range given is due to a variety of planning initiatives each party will have the choice to implement, choose all the initiatives and the savings will be at the top end of the range, choose some of the initiatives and the savings will be less.

The savings are broken down into three specific categories.  First, the one-time catastrophic savings put in place with asset protection and estate planning.  Secondly, a first year savings that focuses on taking advantage of opportunities in the tax code to provide shareholders with additional compensation, fringe benefits, and retirement funding.  Finally, a first five years savings which holds the complexities of all strategies possible compounded for a five year period.

If selling the business is an event that may happen within the next three years, the Business Assessment will break down the tax imperatives of a sale and allow a discussion to understand how to minimize the taxes to pay; specific to the current legal structure of the business.

It’s worth noting; even the transfer of ownership from a parent to a child has immense tax implications let alone the actual sale of the business.  The role of the Business Assessment is to demonstrate the exposure and savings range possible with the appropriate structuring of the transaction to sell or transfer the ownership of the business.

If you would like more information about a Business Assessment including a sample report, please give me a call on 916 570-2674 or send me an email; Andrew@rogersonbusinessservices.com

+Andrew Rogerson

The obvious question to ask when you plan to sell your business is “How much of the final purchase will I get to keep?”  That seems a very fair and reasonable question.

Unfortunately, it is not a quick and simple answer.  The buyer of your business will make a final decision to buy the business based on the maximum operational cash flow they can get from the deal.  The seller has a different agenda which is to maximize the amount of the purchase they get to keep after paying all taxes.

To help the seller understand the amount of tax they may have to pay and therefore understand how much they get to keep after they pay their taxes, there is value in answering a series of questions which allows the answers to reveal themselves.

Here is a series of questions to use so the seller of a business can understand what will impact the final amount they get to keep after they pay all taxes.  The questions are not exhaustive but will allow a business owner to have a discussion with their professional tax advisor.

1. How long, in months or years, do you plan to sell the business?
2. What value or price do you expect to get from the buyer of the business?
3. How much is the annual accumulated depreciation of the business?
4. What percentage of the business do you own?
5. If the business has sold, when did the transaction close?
6. Is the purchase price all cash, or if the seller is carrying a note, how much is it?
7. How much is the buyer down payment and is this being paid by cash?
8. What is the current market value of the different assets of the business?
9. What is the type of legal entity of the business? (C-Corp, S-Corp, LLC, Partnership, etc)
10. If the business was incorporated, what was the date?
1. If the business is incorporated, what type of corporation did it start initially? (C-Corp, S-Corp, LLC, Partnership, etc)
2. If the business changed its entity, to what type did it change?  (C-Corp to S-Corp or S Corp to C Corp.)
3. If the business changed its entity when was the effective date of the change?
11. Is the business selling as a Stock or Asset sale?
12. What is the total equity (basis) in the business?
13. If asset sale, projected sale price for assets?
14. What percentage from the proceeds of the sale of the business will be divided into the following categories:
    1. Cash                                        %
    2. Tax Free                                %
    3. Taxable                                  %
    4. Tax Deferred                        %
    5. Total                             100%
    6. How much as a lump sum in cash does the owner require when the business closes escrow?

As you can see, there are lots of questions.  Your tax professional should be able to assist and explain why each question is asked.  Alternatively, please give me a call on 916 570-2674 or email me at Andrew@RogersonBusinessServices.com and I can explain how I can assist with a tax and structuring analysis report that is specific to your business and your situation.

How do I minimize the tax I pay when I sell my business? You have made the decision to sell your business.  You have decided what you will move to once the business is sold.  You have a valuation so you know what your business is worth.  You’ve looked at the business with fresh eyes and have it looking good so when a buyer comes along they will like what they see.  As they say in the Classics, you are all dressed up and ready to go or as I like to call it, you are seller strong.  That is, you know where you are going and how you want to get there.

However, there is a final piece you need to know so you can maximize the value from selling your business and this is to understand how much tax you will have to pay.  This may seem like a waste of time and money but in fact it is the opposite; and here’s why.

If you find a qualified and motivated buyer you will move into reactive mode.  That is, the buyer wants to maximize the final purchase price they will negotiate so the business generates the maximum cash flow.

Conversely, your goal as the seller is to also maximize the amount of cash flow the business will generate to you personally and you will do this by minimizing the amount of tax you have to pay.

One of the documents both the buyer and seller will each have to complete prior to closing escrow is the Purchase Price Allocation or IRS Form 8594.  This document reports to the IRS the value of the total purchase price broken down into different classes of assets.  These different classes of assets attract different rates of tax and so ultimately affect the amount of tax the seller pays and therefore gets to keep.

To help the seller minimize the amount of tax they pay, one of the services we provide is a Tax and Structuring Analysis and Report.  The title is a little long winded but it includes the following:

1. Three different pricing and/or structuring scenarios and how they affect the seller.
2. A clear explanation of each scenario so the seller understands the outcome of each option.
3. A summary of how much tax would be paid by the business and at a personal level.
4. A summary of the taxes on both the tangible and intangible assets.
5. How the asset allocation should be done when completing IRS Form 8594.
6. An explanation of how much the seller gets to keep from the sale after all business and personal taxes are paid.

So what’s the value and benefits of getting a Tax and Structuring Analysis and Report?

In simple terms, the buyer, almost without exception makes the first offer and their focus is on the total purchase price with the conditions that are important to them.  Obviously the buyer does not know how much tax you will pay if you accept their offer so if the buyer’s offer is close to what you are willing to accept, your final counter is to say you will accept the offer as long as the buyer accepts your purchase price allocation.

If you would like some more information, please email me at Andrew@RogersonBusinessServices.com and I can explain how I can assist with a Tax and Structuring Analysis Report that is specific to your business and your situation.  If you would like to see a sample, click on the following link – Sample Tax and Structuring Report

If you are thinking of selling your small business, one of your first questions to answer is more than likely; where do I start?

One of your first starting points is to be clear exactly what you are selling.  This may seem obvious but many sellers think they will deal with it when they get an offer.  So let’s break this down and look a little more closely at it.

In simple terms, the two most important things to a buyer when looking to buy a business are current cash flow and potential.  From the buyer’s perspective, the cash flow is the fuel that feeds the business to pay the suppliers, employees, landlord, tax man, lenders and to keep the business going.  In addition, they need cash flow to feed their family, pay the mortgage, pay any loans and have something left over after all their work and capital investment in the business with a little in reserve in case something unexpected happens.

For the buyer to achieve the above, they need to purchase all the assets of the business, and, just as importantly, understand what each asset does and how it contributes to the cash flow and/or potential of the business.  As the seller of the business, it’s therefore important that you make it clear what those assets are and present them in the best possible light.  If this seems obvious, then I can tell you that it’s not.  It’s amazing to me how many business owners don’t truly understand what makes their business run and the need to keep it lean and mean so it operates at its full potential.  (Isn’t it funny how that word “potential” keeps popping up?)

So if you are thinking of selling your business, your immediate response to this question may have been “I am selling the business as a going concern on an ‘as is’ basis.”  This is perfectly fair.  But you need to do a little better than that.  And I’ll explain why later.

So we agree the business is up for sale.  When you have your first buyer meeting, the buyer will be absorbed in processing what they can see and assume they will buy with their purchase of your business.  The first thing to do is therefore remove any items that are not part of the purchase price.  If you have collectables such as paintings, antique cars or items that are personal to you and not needed to make the cash flow of the business, remove these now.

If the business has inventory, make sure the inventory is fresh and as useable as possible.  If a buyer sees a lot of old inventory with doubtful value, it will become a specific negotiating point in the transaction and may kill the deal.  If time is on your side, start selling the inventory to your customers even if it needs to be at a reduced price.  You are likely to get more from your customers than being forced to sell it as a discount as part of the purchase price to the buyer.

The next thing to do is make a list of all the Fixtures, Furniture and Equipment.  Hopefully this list is already in place as your accountant would be using this list as the depreciation schedule for your tax return.  If the list doesn’t exist, now’s the time to build it as when you are in escrow and are ready to sell the business, it is going to be necessary.  If the list is old, now is a good time to update it by making sure you still have everything and it is in good working order and condition.  If you can no longer find it, remove it from your list and talk to your accountant about writing it off for tax purposes.  If it’s still on the list but it no longer works, sell it or get rid of it to make the presentation of the business better and allow the items that are working and in good order stand out to the buyer.

If your business has Works In Progress, make sure you can easily arrive at a value for those items.  It will become a mandatory negotiating point in the transaction.

If you plan to sell your business, ask a family member, friend or neighbor you trust to look at your business and give their perspective.  When you are so close to owning and running your business it is not easy to see the wrinkles and warts that every business has.  My Golden Rule when either buying or selling a business is “See things from the other party’s perspective.”  This approach will keep you grounded and increase your chances of successfully selling.

If you have questions about selling your business send me an email to Andrew@RogersonBusinessServices.com

Not everyone will agree but I am sure it’s close to the truth that buying or selling a business is unlike anything else.  Here are four reasons.

First, the price to list a business for sale generally comes from a valuation.  The rules of a valuation come from the law and legal cases as well as the Internal Revenue Code and custom.  The price for most other items of value come from market comparables (for example, when valuing a house), looking up a book or some online site such as Kelly Blue Book (for cars) or results from eBay or some other online service (for any item.)  That is, there is no legal interference with the value of any of these items except a business.

Second, when advertising to find a buyer of these items, with the exception of a business there are no rules.  To be clearer, when selling any other item the owner wants the world to know it’s for sale.  The seller or their broker uses regular and established advertising channels including online web sites, newspaper or magazine advertising, family, friends and anything else to find a buyer.  Conversely, when selling a business, advertising is done using less familiar methods and in most cases, the advertising is obscure so family, friends, customers, employees, suppliers, landlords, lenders and others are not aware the business is for sale.

Third, when a buyer and a seller enter into negotiations for anything except the business, it’s generally very simplistic and does not need the involvement of third parties.  In contrast, negotiating a business often involves complex negotiations with sophisticated parties.  These parties can include lenders, landlords, attorneys, accountants, business intermediaries or business brokers as well as hidden support for buyers and sellers such as family and friends.

Fourth, when selling a business, to get the maximum price possible, normally involves a lot of work for an extended period of time.  The steps the seller takes includes trying to increase revenue, recasting the financial statements to arrive at an accurate and supportable discretionary earnings of the business and repairs and upgrades to make sure the business looks the best.  When selling most items, it’s easy to improve their appearance but with a business there is a limit on what the seller can do and the amount of time to do it.

When the buyer and seller reach a consensus on the main points of the negotiations, all agreements must be in writing.   One of the first items it defines is whether the business sale is an asset or stock sale with this single decision has many tax and legal implications.  Additionally, this one decision in itself, can set off a series of negotiations or at least, in-depth discussion and analysis by both parties.

In some business transactions, the negotiations can trigger a set of different valuations to support each parties position and whether or not the transaction ultimately closes.  For example, if the purchase includes real estate or a large number of physical assets or intangibles such as trademarks or copyrights or the business itself then there could be four valuations.  The first is a valuation of the commercial property, the second is a machinery and equipment appraisal, the third is an intellectual property appraisal and the fourth a business valuation.

Buying and selling a business is unquestionably complex.  The complexity can include the many and diversity of different assets.  Add to this the complexity of the emotions each party brings to the transaction plus the fact that it can sometimes take many months to finalize the deal.  In addition, other layers of complexity include ‘life’ events such as health, legal, family, finance and many other items that affect the final outcome.  For a willing buyer and willing seller to eventually close the transaction, it will require patience and clear communication and normally, the help of a good business broker and other team members.

If you have questions or would like more information, please feel free to call me on 916 570-2674 or email Andrew@RogersonBusinessServices.com

Over the years, the sale of many businesses includes a component of seller finance.  Since August 2008, a component of seller finance for privately held companies has become much more the norm as banks and third party lenders have been reluctant to lend.  It’s become important not only because the banks have reduced their amount of lending but also because the banks are now reluctant to loan as much of the purchase price.  For example, in previous years, if the buyer brought a down payment of 20 per cent the bank was willing to lend the remaining 80 per cent.

So the good old days are now behind us with the banks now preferring the buyer to bring a down payment of 20 per cent, the seller to carry a note of 20 per cent and the banks will then fund 60 per cent as long as the seller moves into second position.

This change of dynamics is making it difficult for sellers to decide if they really want to sell.  Many sellers are reluctant to carry a note because they are worried the buyer will not make that payment or the conditions of the bank or SBA loan may mean the seller only starts to receive loan payments 3 or 4 years after the transaction closes escrow.

There are downsides to seller finance but there are many upsides.  Let’s have a look at a few of them.

One of the main benefits to the seller agreeing to carry seller finance is that it delays the payment of taxes.  Selling a business at the close of escrow triggers a taxable event.  However, the tax is only due and payable when the seller receives the money.  For example, if the seller carries a note on $100,000 of the purchase price and the note is repayable at $20,000 per year for five years then the tax due is not payable until the seller receives the money each year.  And the basis of the rate of tax is on the applicable tax rate in that year; not the rate the seller pays when the business closes escrow.

A further benefit to the seller from seller finance is that the note provides a steady stream of income in the form of an annuity.  For many sellers this is attractive as they may be moving to their next venture and are yet to create a new steady stream of income.

Another benefit of seller finance is that it encourages the buyer that the seller believes in the business and with all the seller disclosures, the buyer has the ability to run the business effectively.  This morale boost can be important to buyers as they work through their decision making process.

In addition to the above, seller finance will generally pay interest on the seller note at a much higher rate that the seller can get by investing the money in a CD or some other form of interest bearing account.

When you bring all the above ideas together there is a compelling reason for the seller to fully understand Seller finance and how it would benefit the sale of a business.  In some cases, a seller may choose to get a sizable down payment from a qualified buyer and then carry a note for the rest of the purchase price.  Of course, if a seller was comfortable with this situation it would enable the deal to close escrow much quicker as the buyer does not need to apply to a third party lender for finance which can often be a 6 to 12 week process; if the loan request is approved.  At the moment, knowing a third party lender will approve a loan request is one of the biggest drawbacks affecting the closing of many business transactions.

As always, if you have questions about seller finance or more general questions about buying a business, please send an email to Andrew@RogersonBusinessServices.com

How do I know the value of my business?  The main starting point for business owners thinking of selling their business is a valuation.  Almost without exception, business owners think their business is worth much more than it really is, so a Brokers Opinion of Value helps the business owner understand the price at which the business will likely sell.

Just as importantly, it also gives me, the broker, a chance to look at the financial statements of the business to know what’s going on and ask questions a buyer will ask.  That is, the question I try to answer when putting together a valuation is “What will the buyer see?”  By asking this question, I can isolate the strengths and weaknesses of the business and provide an impartial view of the chances of the business actually selling as well as point out any potential deal killers a seller may not see.

Another reason to get a Brokers Opinion of Value is that the buyer will want to buy the business by trying to qualify for finance from an independent third party such as a bank or SBA lender.  Since August 2008, getting an SBA loan has been very difficult.  As part of the Federal stimulus plan in 2009, an allocation of money went to the SBA to try and kick start lending and the economy.  However, one of the recent changes to the SBA loan program is that for a loan to get approval, it must come with a business valuation.

The law requires an independent third party to do the valuation.  The SBA lender or the bank processing the SBA loan cannot provide this written valuation as the SBA wants to see a third-party appraise the business and that everything is independent and reasonable.

The basis for the valuation is the cash flow of the business with the SBA a cash flow lender.  The SBA is not an ‘opportunity lender’ where an entrepreneur may say “I have the best idea since sliced bread.”  That is, SBA is not in the business of assessing and evaluating new ideas, their interest is in proven business models that are generating a positive cash flow.

A further reason the SBA wants to see an appraisal is that it helps both the seller and the buyer.

n the case of the seller, it provides a reality check on the value of the business.  As I said above, many sellers have an unrealistic expectation about the value of their business.  This expectation comes with them into meetings with buyers and forms part of their decision making process making it difficult to bring the seller and buyer together and close the sale.  A valuation helps close that expectation and it also helps when the SBA says it will provide some funding but that the seller may be required to carry a note as part of the purchase price.

For example, if the seller and buyer have agreed on a $1,000,000 purchase price for the business, the buyer brings a down payment of 20%, the SBA lender will provide 70% and the seller will carry a note for 10%.  This approach to finance spreads the risk with all the parties in the transaction.

One of the extra steps I try to take is to see whether I can get a Prequalification Letter from an SBA lender.  The Prequalification Letter from the SBA lender requires them to look at the financial statements of the business and decide whether the business would meet their loan requirements.  The Prequalification Letter does not mean the SBA lender will approve the deal as they can only make that final decision when they know all the details of the buyer including their downpayment and management skills.

The SBA program is a great benefit to the US economy.  Very few, if any, countries in the world offer a similar third party lending program for small business.  Where there is no SBA program, the lending has to come from a bank or the seller, with banks generally willing to lend some money, but not take the same level of risk the SBA has been able to carry, due to its size and business model where a buyer contributes a small fee to apply for a loan.

The cost of a Brokers Opinion Of Value ranges between $500 to $750 depending on the complexity of the business.  To prepare a Brokers Opinion Of Value I would need the last three years tax returns of the business as well as the current Profit and Loss Statement.

If you would like to know the value of your business, give me a call on 916 570-2674 or send an email to Andrew@RogersonBusinessServices.com.  If you would like to see a sample Brokers Opinion Of Value, click on this link.

For many small business owners, the single most important document for their business is the lease. Unfortunately a lease is generally a long and fairly complicated document. Because of its complexity, many small business owners either accept what they receive or do the bare minimum. Here are some suggestions for you, in no particular order.

• If your lease is coming up for renewal and you wish to continue operating your business, you have a choice. Stay in your current location or move. If you are seriously thinking about moving, do an analysis to weigh up the costs and lost time to move. Landlords are very motivated to find new tenants so it’s definitely the right time to review your options.

• If you plan to move, consider getting a qualified Commercial Real Estate Agent that specializes in negotiating leases to help you. I am a member of the Association of Commercial Real Estate Agents or ACRE and they have experts in different market segments.

• As I just said, landlords are motivated at the moment. Even if you decide not to move and your lease is up, consider negotiating not only your current price but also the terms and conditions of your lease. For example, if you want to run the business for another two or so years and then sell, negotiate with the landlord that they will assign the lease and you will no longer be liable if the buyer defaults and does not continue paying the lease.

• Similarly to the last point above, if your lease has a clause that says the seller must pay a fee to the landlord to review and approve the buyer, have this clause removed. I’ve seen instances where a seller has introduced three buyers to the landlord when trying to sell their business and each time the lease requires the seller to pay a fee of $1,000. The total cost to the seller was therefore $3,000.

• Consider having a qualified attorney that does business law review your lease. There is a cost to you but if they can save you time, money or a situation you did not know about that can be a good investment. Some attorneys may even negotiate with the landlord for you.

With the economy still soft, now is the time to negotiate with your landlord. “Make hay while the sun shines!”

One of the hidden and sometimes very surprising scenarios which buyers and sellers of a business experience, comes when there is a need for both parties to agree on the Purchase Price Allocation. The surprise comes into play as most buyers and sellers have not heard of the Purchase Price Allocation and when it needs to be agreed upon, both buyer and seller can find it emotionally challenging, especially if the negotiations have been long and difficult.

So what is the Purchase Price Allocation? The Purchase Price Allocation is a tax reporting requirement on the sale of a business. Both the buyer and the seller must report their own understanding of the Purchase Price Allocation and the IRS can and does check to make sure both parties report the same information.

So where does the challenge come into play? The challenge comes into play because the buyer has a different tax need to the seller. That is, it’s the sellers preference to sell his stock of the company to the buyer as he does not need to pay back any taxes they have claimed as a deduction when operating the business. The buyer wants the exact opposite in that they want to buy assets, not stock, so they can start to depreciate the assets and thereby lower their tax bill.

The general process is for the seller to list the business for sale at a specific price. The buyer does their research, makes an offer and if all goes well, both parties come to an agreement, perform due diligence and close escrow. Just prior to closing escrow is when the Purchase Price Allocation must be agreed upon. If an escrow company is handling the transaction for both parties, they will require an agreement from both parties on what the Purchase Price Allocation should be. It’s not too common, but it does happen, where the buyer and seller have spent months working together on this transaction and then it falls over because they simply cannot come to an agreement on the Purchase Price Allocation. This happens when the negotiations have been stressful and difficult and the frustrations simply come to a head at this point with the Purchase Price Allocation being the catalyst.

The solution to prevent this happening is simply education. If the buyer and seller are aware of what the Purchase Price Allocation requires, then it can be handled quickly and cleanly. There is a need for both parties to give; just like all the other items they have negotiated. Plus, one of the best places to start is with the initial inquiry of the buyer. If the seller has decided he wants to only sell their stock and not do the transaction as an asset sale, by stating this upfront it can lessen that problem.

A lot of buyers are unwilling to buy the stock of a company for two reasons. The first reason is that if they buy the stock of the company they are liable for any previous actions of the seller. This liability can be mitigated through seller personal guarantees and insurances but it still makes a buyer uneasy. The second reason is that the buyer doesn’t get to depreciate the assets from a new tax basis, that is, they simply continue the depreciation rates the company currently gets. If assets have therefore been fully depreciated, the buyer gets no new tax benefit.

Buying and selling a business is more complicated when the tax costs and benefits come into play. It’s the wrong approach to take when buying or selling a business that there is a need to win each negotiation. By definition a negotiation means each side giving. If the goodwill to negotiate is not there, there is little likelihood the transaction will close.