Capital Gains, Rollovers & Tax Strategies for Business Sales
Keep more money when selling your business with smart tax strategies.
A business sale can trigger capital gains taxes of up to 20%, plus an additional 3.8% net investment income tax, according to Bankrate. Smart tax planning could save you substantial money when selling your business.
Selling a Business and Taxes: A Strategic Guide to Keeping More Money
Your tax strategy directly impacts how much money you keep after selling your business. Let's look at proven approaches to minimize your tax burden while staying compliant with IRS regulations.
Selling a Business and Taxes: Understanding Capital Gains
When you sell your business, you'll pay capital gains tax on your profit. For 2024, NerdWallet reports these tax rates for single filers:
0% on income up to $47,025
15% on income $47,026-$518,900
20% on income above $518,901
You may also owe an additional 3.8% net investment income tax, depending on your total income.
How to Calculate Your Capital Gain
Your capital gain equals your sale price minus your adjusted basis. Here's a real example:
Original purchase price: $1,000,000
Improvements added: $200,000
Depreciation claimed: $150,000
Adjusted basis: $1,050,000 ($1,000,000 + $200,000 - $150,000)
Sale price: $2,000,000
Capital gain: $950,000
Note: The IRS taxes depreciation recapture at 25%, so you'll pay a higher rate on the $150,000 in claimed depreciation.
Tax Deferral Strategies That Work
One powerful way to defer taxes is through a Section 1042 rollover. Selling to an Employee Stock Ownership Plan (ESOP) can defer your capital gains taxes if you:
Run a C corporation
Sell at least 30% to the ESOP
Have owned your stock for 3+ years
Reinvest the proceeds in qualified replacement property
Practical Tax-Saving Approaches
Consider these IRS-approved methods to reduce your tax burden:
Use installment sales to spread taxes across multiple years
Structure the deal as a stock sale instead of an asset sale when beneficial
Take advantage of the Qualified Small Business Stock exclusion to potentially save up to $10 million in capital gains
Tax Pitfalls to Watch For
As explained in our guide to maximizing profitability, start gathering these documents at least two years before selling:
Five years of tax returns
Detailed financial statements
Asset depreciation records
Business expense documentation
Meeting IRS Requirements
The IRS requires specific documentation for business sales:
Form 8594 for asset allocation
Estimated tax payments when applicable
Seven years of sale-related records
Accurate reporting of depreciation recapture
Partner with Experts for a Tax-Smart Sale
Professional tax guidance helps you:
Structure your sale for maximum tax efficiency
Identify applicable deductions and exemptions
Stay compliant with IRS regulations
Plan for post-sale tax obligations
Want to keep more money from your business sale? Iconic's expert team specializes in tax-efficient business sales. We'll help you navigate complex tax regulations while maximizing your after-tax proceeds.