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Level 3
February 25, 2022
Question

Sale of Business with goodwill and various class of asssets

  • February 25, 2022
  • 1 reply
  • 24 views

Hi team, 

There is sale of business, with purchase price allocation which is to be reported in Form 8594. All the assets of company were sold and get allocated according to Form 8594 and will characterized as operating income (such as assets related to Inventory, Depreciation Recapture, etc.).  The remainder of the purchase price is allocated to Goodwill and is Capital Gain. There are various class of assets, how to i report the same, so has to flow through K

AccountAsset ClassTax Rate
CashClass I -   
Accounts ReceivableClass III0.5325
InventoryClass IV0.5325
Fixed Assets - Depreciation RecaptureClass V0.5325
Fixed Assets - Capital GainClass V0.371
Prepaid and Other AssetsClass V0.5325
Section 179 Intangibles, Existing Contracts, WIPClass VI0.5325
Residual (Goodwill)Class VII0.371
   

Total     Earn-outStock0.386

 

 

 

 

 

It is 1120s, where we made F reorganization, which caused installment sale.

I understand the gain has to flow through K1-how shall i report the same, ordinary gain and Capital gain  from 100+ assets it is.

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1 reply

George4Tacks
Level 15
February 25, 2022

Sell the assets through the depreciation screen.

Sell goodwill through dispositions. 

AR would be added to Sales

Inventory would be affecting cost of goods sold, so ends up in sales

I don't know earn out of stock. I think that is either dividend on 1099-div or a distribution. 

 

 

This may be helpful https://proconnect.intuit.com/community/proconnect-tax-discussions/discussion/form-8594-and-sale-of-s-corp-assets/00/8092

Answers are easy. Questions are hard!
Level 3
February 26, 2022

There is one value for all the assets sold, but i have 100+ Assets sold so do i need to bifurcate the value of the same

George4Tacks
Level 15
February 26, 2022

I think the easiest way is to go through each asset and enter a date of sale.

Create a depreciation schedule and from that do one 4797 sale in the dispositions screen. 

Answers are easy. Questions are hard!