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Partnerships are not subject to federal income taxation at the entity level This is also true of an LLC with more than one member, unless the LLC elects to be taxed as a corporation An LLC that has not made such an election and that has only one member is disregarded for federal income tax purposes; in other words, its business and assets are treated as if they were owned by its member, and no separate income tax return is required for the activities of the LLC When a partnership or an LLC earns taxable income or gain, the owners must report their respective shares of the in-
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CHAPTER 14 Selling Your Business: Tax Considerations and Strategies
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come or gain and pay taxes on them On the other hand, if the partnership or LLC has a taxable loss for any given taxable year, the owners are entitled to claim their respective shares of the loss and, subject to a number of potential limitations, may use the loss to offset their income from other sources This passthrough of income, gains, and losses essentially avoids the double tax and pricing issues facing the shareholders of a C corporation that is up for sale, and the ability to offset losses against the owners income from other sources also affords a benefit not available to C corporations As a general rule, partnerships and LLCs are subject to fewer restrictions than S corporations and are considerably more flexible Therefore, the rule of thumb is that a partnership or an LLC is the entity of choice when compared to an S corporation, unless the most likely exit or liquidity strategy for the business is acquisition by a public company
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As with sales of stock in a corporation, gain or loss from sale of a partnership or LLC interest is generally a capital gain or loss If the LLC only has one member, however, it will be treated as having sold the assets of the business directly, and the character of its gain or loss will derive from the allocation of the sales price among the assets and the character of such assets Also, where a partnership or an LLC with more than one member owns certain hot assets, gain from sale of a partnership or LLC interest may be deemed partially or wholly ordinary income Hot assets include certain receivables and appreciated inventory To the extent that the value of a partnership or LLC consists of hot assets, a proportionate amount of the gain from sale of a partner s or member s interest will be ordinary income, not capital gain A strategy for addressing this issue is to agree with the buyer on a valuation of the assets of the partnership or LLC that, within reason, reduces the value allocated to the hot assets
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Buyer Issues That Affect Pricing
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These are almost always avoided when the business being sold is conducted in a partnership or an LLC The buyer may acquire the assets of or all of the equity interests in the business in
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PART TWO The Sale and Financing of a Business
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which case the gain or loss from the sale will be free of entitylevel income taxes, and the buyer will obtain the desired increase in the tax basis of the assets acquired
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Principal Transaction Structures: Taxable
These include the sale of assets and the sale of the equity interests
Sale of Assets
In an asset sale, the buyer agrees to purchase all or a select group of assets from the selling entity, usually subject to all or certain liabilities of the business If both the acquirer and the selling entity are corporations and the sales price is solely voting stock of the buyer, the transaction may constitute a tax-free reorganization (discussed later in this chapter) Otherwise, unless the proceeds of the sale are reinvested in a transaction qualifying as a like-kind exchange under Code Section 1031 (which is unlikely), the selling entity will recognize taxable gain or tax loss with respect to the sale of each asset equal to the difference between the amount realized for each asset sold and its adjusted tax basis If the selling entity is a C corporation, it will pay federal and state income taxes on the net taxable gain from the asset sale If the corporation then wants to distribute the proceeds to its shareholders, each shareholder will be taxed on the amount distributed to him or her If the distribution is a dividend, the amounts distributed to the shareholders will be taxable as such (subject, in the case of corporate shareholders, to a special exclusion known as the dividends received deduction ) If the distribution is in liquidation of the distributing corporation, each shareholder will recognize taxable gain equal to the difference between the amount distributed over its adjusted tax basis in his or her stock in the distributing corporation If the selling entity is a pass-through entity, it will determine its gain or loss for each asset sold, determine the character of the taxable gain or tax loss for each asset, and allocate the gains and losses out to its owners If the selling entity is an
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