Your business is your baby. You’ve sacrificed for years, nurtured, endured sleepless nights and now it’s time to sell your business. This means income…and income means…well, taxes.
The tax side of selling a business has many moving parts, and if you get nothing from this article…remember this! ALWAYS consult a tax or financial advisor.
Here are four tax-related issues to keep in mind…
Are sales proceeds taxes as ordinary income or capital gains?
Is the sale assets or stock?
All cash deal or payment installments?
Can sale be treated as tax-free merger?
Remember these issues are relevant for federal income taxes…different states have different rules and may collect more or less taxes than the IRS on the same deal.
How Are Business Sales Taxed?
The IRS, with few exceptions, treat the business as individual assets, not one big sale.
Those assets will be put into two buckets
Long-term capital gains (real or depreciable property)
Short-term capital gains at ordinary incomerates (A/R and inventory)
Pro Tip #1: Plan +2 years ahead of selling your business to reduce ordinary income tax
If you sell an asset that you’ve held for more than 12 months, the proceeds will be treated as long-term capital gains. The maximum tax rate for most taxpayers is 15%, with the maximum rate at 20%.Proceeds treated as ordinary income are taxed at the taxpayer’s individual rate. Currently the top individual federal income tax rate is 37%more than twice as high as the long-term capital gains tax rate.
Obviously, sellers will want most of their assets treated as long term capital gains. However, most times, during negotiations, the buyermay want a different allocation, that in turn, can reduce the new owner’s tax bill.
Pro Tip #2: Negotiate on sales price, to receive a more favorable asset allocation
It’s a potential conflict, as the buyer often wants as much of the price as possible allocated to costs that can be deducted or assets that depreciate.
For instance, the IRS says that selling inventory produces ordinary income.But selling capital assets held for more than a year creates a long-term capital gain.
In addition to asset allocation, the deal’s structure can affect the tax bill. If the seller agrees to take the price in installments, for instance, they can defer paying taxes until the payments are received.
Pro Tip #3: Buyer competent? Doing your due diligencecan spread out your tax bill
Buyers may end up paying more when they don’t have to pay everything upfront. And the seller may also be able to charge interest, in addition to saving on taxes. Installment sales do add more risk, though, because the new owner must run the business well enough to produce profits to make payments.
Corporate Stock Sales
Sales of sole proprietorships, partnerships, and LLC’sare commonly treated as sales of separate assets. However, when a corporation is soldthe deal can be presented as a stock sale rather than a sale of assets.This is important because if the corporation sells its assets, sale proceeds will be taxedtwice.
When the corporation pays taxes and…
Again, when its shareholders file individual returns
In contrast, a stock sale gets taxed once, saving on taxes for the seller.
Tax-Free Corporate Mergers
If one corporation is buying another corporation, the deal can be done by exchanging strictly stock. Under the right circumstances, this can mean no taxes at all, as long as no cash is involved.
The Bottom Line
No matter the size of your business, consult a financial and tax advisor as taxes can eat into the cash you were hoping to get out of your business. All this is governed by a complex set of IRS rules, which may not always be straight-forward.
As major investment firms promote their virtuous investments that maximize societal value, while seemingly scrapping their goal of maximizing shareholder value…one mustask: Is woke capitaltruly committedand capable of delivering on its heroic quest, or is it simply pandering to social progressivism for profits and PR?
We live in a day where the undercurrent of mistrust towards institutions is at anall-time high. Whether it is Wall Street, the Government, or Hollywood…everyone has an agenda,and pointing fingers seem to be the solution fora problem as vague as the umbrella of solutions offered.Elevated as the root cause that threatens all of humanity’s prosperity…man created climate change…and the fuel propelling us off this cliff of human apocalypse…fossil fuels?!?
Poverty & Human Development
It is hard to argue, since the dawn of humanity, that no other energy source has plucked humanity from abject povertyto the precipice of human flourishing, development, and into enlightenment as fossils fuels have. It has afforded our society the luxury to focus onvalues that are non-survivalrelated andhave enabled more progressivefocus on values of equality, social justice, and environmental stewardship. But tell that to almost half of the world that lacks such luxuries and would kill to enjoy a fraction of America’s energy abundance, and the 1st world values that come with them.
Rising energy consumption is tightly correlated with rising income and living standards, historically lifting humanity into the modern world. Access to cheaper forms of energyis the necessary steppingstone for proper human development, and not a process that should be skipped with more modern expensiveoptions.
Humanity has flourished over the past two centuries with the average life expectancy increasing from 30 to 70 years, due to the use of machines (technology) coupled with the harnessing of energy (mainly fossil fuels) with these technologies. But linkinghistorical humandevelopmentwithenvironmentalriskrequires a more targeted approach.Humans sufferfrom far more immediate local environmental risks, such as indoor air pollution, water pollution and water-borne illnesses, and malnourishment than more long term global environmental risks, such as climate change, ozone depletion, and ocean acidification.
Over the decades, investment into business, specifically energy and energy technologies, hasbeen a worthy, sustainable, and profitable endeavorwhoselocal impacts can be certainly verified.In particular, the vision, commitment, innovation, and sacrifice of the fossil fuel industryand the millions of talented employees, has been the irreplaceable and beneficial engine of progress for America. Doing far more good than harm. Thus, it isunjust to poorly treat and vilify an industry of people that do not deserve such ire.Just imagine where the world would be without fossil fuels!
Two possible agendas can explainthis demonization and woke capital mindset. First, to deflect the public’sperception of Wall Street greed (power and control) and poor performance, it ismuch easier to use a popular cover narrative (climate change)and perpetrator (fossil fuels)than to accept responsibility.And why not, when doing so additionally elevates your status andvirtuousness. Second, distracting an investor fromreality is profitable…and words like “sustainability” and “ESG” and phrases like “saving the planet” are powerful imagesand again…profitable.
Economy & Investment
Recently the behemoth investment firm, BlackRock, which manages $7 trillion in assets,committed to a multitude of ESG initiatives including substantially increasing its so-called ESG funds, pushing clients to adhere to the UN’s Sustainable Development Goals, and aligning itself with “Climate Action 100+” aimed at improving business strategy with the goals of the Paris Agreement. ESG investing today is estimated at over $20 trillion in AUM or ¼ of all professionally managed assets globally.
If BlackRock and its sustainability-allies are true virtuous climate believers, why then has it been expanding its firms’ holdings in serial polluting Chinese investments?As a result,millions of untold investors, through asset managers and their ESG vehiclesare helping fund and strengthen the Chinese Communist Party (CCP), and their atrocious record of human rights violations and increasing polluting policies.Shifting this “new standard for investing” reeks of hypocrisy, misleading shareholder stewardship, and disingenuous profiteering.
Trends show energy consumption will continue to rise globally in the 21st century.Modern economies are becoming less materially intensive and more service and knowledge focused, while economy growth rates exceed slower environmental impact rates.In part, fueled bythe cyclical effect of affordable fuels and technologies that enable reducing environmental impact in the first place. This decoupling effect of human development from the environmental impacts is predicated on more efficient human activity driven by energy, technology, and demographic trends, like urbanization of the planet…not unproven investment theory based on poor scientific, economic, and societal history.
How can the woke sophisticates in the financial services world and beyond who knowingly underwrite China, and other implied nefarious companies, claim to be genuine progressive ESG loyalists, let alone proponents of justice of any kind?
Energy & Natural resources
The history of harnessing energy through technologies is an intertwined dance between the patient process of human activity, fueled by economic investment, but relative to theincreasing ability to use natural resources more efficiently.Americans should know this better than anyone. The history of harnessing natural resourcesin this way has afforded America thesecurrent modern energy opportunities.Again, one cannot simply skip steps on its way to maximizing human activity.Diversifying investment productsshould favor thosewith the most eco/cost efficient solutions, relative to the specific stage in thatlocalized process. Understanding that applying a generalglobal policyto local ecosystems, does not protect the very natural resources they aim to address. Ordering targeted solutions for energy sources should favor the benefits to human development first, then focus on efficiency of those waste streams and use of natural resources.
But to suggest that the idea of sustainability investments is the only conceivable path forward, is to infer that historical oneswere not. Not true. Moreover, little evidence exists that human population and economic expansionwill outpace the capacity to grow food or procure critical material resources in the foreseeable future.And ironically, all modern so called renewableenergy is truly neither renewablenor sustainable. All require exploiting natural resources and underlying technologies.
Thissleight of handwoke capital is trying to pull offis fundamentally nothing more than an attempt to profit and take control of an energy transition. Butvictoriously paradingaround their own virtue and valueisgood marketing…even though it may be hard to swallow. Modern so-called sustainable options are simply not affordable…yet…nor remotely as efficient and helpful as advertised.
For this purpose, let us not pretend that demonizing an undeservedindustry, while wrappingitself in the virtuous robe of climate change,is inof itself nobleor accomplishes something that it has not done in the first place. In the last few decades, humanityhas seen exponential progress towardsonce unfathomable human development. As a proponent of the oil and gas industry, supporting a diversified, efficient, and agnostic energy policyis the most completehistorical and economicinvestment strategy.Insofar as it uses natural resources efficiently, reduces poverty and increases modern living standards, and progressively balances capital/energy/labor economically, the virtue of investment and economic stewardshipshould be judged on what it has done and what it continues to do. Throwingthe baby out with the bath watersolely on the perceived merits of perception or progressivism is neither responsible nor woke.Efficient reduction ofmonetaryandenvironmental wastehasand will continue topropel humanity towards the summit of prosperity.Only then can the luxury of progressive societal values truly permeate humanity as a wholeand transform our planet, our ability to steward, andourselves.
“…but in this world, nothing can be said to be certain, except death and taxes”. What Benjamin Franklin was suggesting regarding tax, is as old as civilization itself. Take a long gaze back into history, and inevitability staring back at you is the long imposing face of the tax man. From every war, to every ruler, to the birth of Jesus himself; looking at history through this lens may shape the way we think, and feel, about ourselves and the cultures, as we understand them today.
Historically, tax is power to rule and affect human behavior. Limit that power and the effects on that behavior have massive implications.
Take the window tax, introduced by King William III, in England during the 18th and 19thcenturies. It was designed to impose tax relative to prosperity; the more windows you had, the more prosperous you probably were.
These simple property taxes resulted in changes to the daily lives for millions of Britons. Working conditions, architecture, and physical and/or mental health standards radically changed while folks developed ways to avoid the governments long arm into their pockets.
The American revolution, at its core, was a revolt over the oppressive taxation of the people. “No taxation without representation” was the cry. Every conflict from Iraq to the Roman empire was made possible by various taxes in some form.
The modern world today enjoys some of the highest tax rates in history with the average American paying 35% in taxes (UK 45% and France an astounding 55%). As a result, navigating the U.S. tax code has turned into an Olympic gymnastics event. So, what are we to do? If history is any indication, we will do what humans have always done…conform for “the betterment of society” or contort around and away from the long arm of the tax man.