The tax implications in structuring a purchase and sale agreement of a business.

Abstract

The buying and selling of a business was previously a fairly simple transaction. A seller had a business he wanted to sell, and a purchaser wanted to buy a business and the two paths met. Those times have changed. More complicated tax laws have been introduced and the structuring of a purchase/sale agreement is much more complicated. This dissertation is about the structuring and forming of a purchase/sale agreement, examining in detail - from both the sides of the purchaser and the seller. This paper looks at the different entities involved in purchasing and selling eg, sole proprietors, close corporations and so on. It examines in detail the difference and reasons between the selling of shares of a business and the selling of assets. Discussed in this paper, again from both the seller and the purchaser's view, is an analysis of what is being sold, and what is being purchased. The different ways of paying for the purchase and the different types of payment, eg in kind, royalties etc. Lastly, but perhaps the most important aspect, are the tax implications in buying and selling a business. Items such as the contents of a Sale Agreement, Fixed Assets, Goodwill, stock etc are also discussed in depth.