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Tax Planning For An Acquisition Or Sale Of A Business Essay

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A. Overview, Analysis and Basic Concepts
Tax planning in general, and tax planning for an acquisition or sale of a business in particular is a process of selecting among various alternative structures in order to achieve the best outcome for both tax and non-tax objectives. Therefore, without specific objectives the desired results will not be achieved by either party.
Fundamentally, the buyer wishes to acquire an existing business or businesses for the best value and establish an entity for the business(s) to ensure the most efficient tax structure for the future business operations, while the seller wants to maximize the value on the sale while retaining the maximum amount of cash after taxes. These objectives are usually in conflict.
Preliminary Analysis
The first step for any seller in the initial tax planning for the sale of a business involves determining the amount of gain that would be recognized in a fully taxable transaction and then exploring potential structure alternatives to minimize the resulting tax.
Evaluating the Seller’s Potential Gain
To accomplish a review of the potential gain, the tax basis in the entities’ assets or shareholders stock basis must be known or determined. In most cases the outside basis of each corporation or S corporation shareholder must be analyzed separately. The state and federal tax asset basis often will differ for inside and outside. Below are benchmarks for your tax planning:
- What is the corporation’s tax basis in its

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