Asset Sale Versus Stock Sale: The Tax Math That Decides Your Deal

Understand the tax difference between selling assets and selling ownership, allocate the purchase price to keep more of it, and use the elections that give both sides what they want.

Who it is for: Sellers and buyers of businesses worth 500,000 dollars and up.
Runtime: 60 minutes

Pre-order: this course is still in development. Your purchase includes its materials as they are published in your portal. No release date is confirmed. Buy 5 or more and every course is 30% off.

See the full track See the full curriculum

After payment is confirmed and your access is set up, the files listed below can be downloaded from your portal. Any unpublished materials will be added when ready, at no additional charge.

Files currently available

After Tax Proceeds Calculator Guide.
After Tax Proceeds Calculator.
Purchase Price Allocation Worksheet.
Personal Goodwill Checklist.
Election Decision Tree.
Deal Structure Asset Sale.
Deal Structure Rollover.
Deal Structure Stock Sale.
Slide deck.
Visual: Roadmap.
Visual: Two Forms.
Visual: Tax by Entity.
Visual: Seven Classes.
Visual: Allocation Tug of War.
Visual: Personal Goodwill.
Visual: Noncompete Consulting.
Visual: Deemed Sale Flow.
Visual: Rollover F Reorg.
Visual: Three Ways.
Visual: Asset by Asset.
Visual: Decision Tree.
Visual: 453a Interest.
Workbook.
The narrated lesson. 60 minutes, cued to the deck, with chapter markers by lesson. Added to your portal when published, at no extra cost. This purchase does not guarantee that the narrated lesson is available today.

What the course covers

01The two forms of a sale and what each side wants6 min
02Tax by entity: sole proprietors, partnerships, S corporations, and C corporations8 min
03Purchase price allocation: the seven classes, the form both sides file, and the negotiation9 min
04Personal goodwill: the escape from double tax and what it requires6 min
05Non-competes, consulting agreements, and their tax character4 min
06The elections that treat a stock sale as an asset sale, and who pays for them7 min
07Installment sales, earnouts, and rollover equity7 min
08Worked example: a 5 million dollar S corporation sold three ways, seller's net after recapture9 min
09Tricks of the trade and traps: negotiate the allocation before signing, the recapture surprise, and the interest charge on large deferrals4 min

How it fits: Requires 8.4 and 5.1 through 5.5. Pairs with 8.6.

The standard every course holds

A narrated lesson of 45 to 60 minutes, produced as audio
A designed slide deck you download and keep
A computational workbook that runs the actual legal tests
A toolkit of checklists and protocols
A legal authority appendix carrying the two-pass vetting protocol

Written for a diligent reader with no legal education. Professionally narrated using a studio voice model of Brian T. Boyd. The course is recorded instruction, not a live consultation.

Where this course sits

Track 8: Succession Planning and Mergers and Acquisitions

This course is one step in a track built around a single outcome. See the full build order and the other courses that get you there.

Back to this track

Educational material from the private client curriculum of Brian T. Boyd. This is legal education for a general audience, not legal advice, and no attorney-client relationship is created by purchasing, viewing, or using it. Tax outcomes depend on your facts and your state.