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Level 3
December 5, 2024
Question

Partial Sale of S Corp

  • December 5, 2024
  • 4 replies
  • 14 views

I have a client that received an offer of 2 million to sell part of the business. It would include some assets, $50,000. The rest is not really "goodwill" the buyer will use their own name. It isn't a sale of goods, where does the rest go? 

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4 replies

IRonMaN
Level 15
December 5, 2024

"The rest is not really "goodwill""

If it isn't really goodwill, what does the purchase agreement say it is going to be?

Slava Ukraini!
BobKamman
Level 15
December 5, 2024

Sounds like covenant not to compete, but really not enough information here to make an educated guess.

 

IRonMaN
Level 15
December 5, 2024

My uneducated guess is going to go with goodwill.

Slava Ukraini!
George4Tacks
Level 15
December 6, 2024

Who is selling? The individual or the S-Corp? What is the wording of the offer? We want to buy  this wonderful selection of equipment and .......?????

Answers are easy. Questions are hard!
DDSmithAuthor
Level 3
December 6, 2024

If it was goodwill, that goes on Schedule D, since the corporation is NOT being sold, would the deposit go against an other income account on the P&L? And the taxes be paid on the K1? I am trying to figure the JE.

The lawyer is reviewing the contract, I have not seen it, but it says the corporate name is the seller.

IRonMaN
Level 15
December 6, 2024

So if you haven’t seen any paperwork, are you sure they aren’t selling stock?

Slava Ukraini!
qbteachmt
Level 15
December 6, 2024

Well, yes, what is it?

"It would include some assets, $50,000"

So, is it ridiculous profit? Is it money laundering? Is it a check scheme?

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