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Small to medium size closely held businesses are thriving in the United States – statistics indicate most job growth now comes from such businesses.  This trend coincides with the downsizing and restructuring transactions that have been commonplace for larger companies in the last few years.  Many former employees of large firms start their own businesses after they leave.

Downsizing and restructuring aside, rapid technology changes in many industries have created openings for closely held businesses able to respond quickly to changes in the environment.  And, with recent advances in computing and communications it is no longer necessary in many fields to be a big company to provide state of the art products and services to customers and clients.  For these and other reasons, there are many new business startups each year.  Small to medium - sized closely held businesses are expected to continue to grow in number and importance for the foreseeable future.

The presence of thousands of established businesses and the wave of startups has created a larger population of closely held businesses.  With this comes an increasing number of purchase/sale transactions as entrepreneurs reach retirement age, sell out to realize the value created by their endeavors, or move on to what they consider to be more attractive opportunities.

At the same time, our federal income tax laws are increasingly complex.  A multitude of complicated tax rules can potentially apply in the context of business purchase/sale transactions.  Nontax considerations have not gotten any simpler either.

We at Pierson and Pierson will be glad to discuss with you the tax and nontax considerations related to buying or selling a business.  We can assist you in implementing a business plan directed toward your goal of buying or selling a business.

We have developed several "transaction profiles" which have enabled us to create "models" which use tax and nontax considerations in determining the appropriate values and methods of selling or purchasing a business.  Some of these "profiles" are listed below.

  • Cash Sale of Solely Owned Business
  • Stock Acquisition of S Corporation, Followed by Section 338(h) (10) Election
  • Tax Free Acquisition of S Corporation
  • Purchase of Professional Corporation's Stock with a Contingent Payment "Earnout" Deal
  • Purchase of a Professional Sole Proprietorship with a Contingent Payment "Earnout" Deal
  • Purchase of C Corporation Assets Followed by Liquidation
  • Evaluating the Purchase of a Franchise

[Tax and Business Alert]