Sale of Business
When you sell your business, you can either sell all of the assets of the corporation to the buyer or, you can sell all of your stock for a membership interest in the corporation or LLC that owns the business. If you sell the assets of the business, the buyer receives the assets and assigns the purchase price to the value of the assets for tax purposes. As the Seller, you have recognized a gain on your depreciated assets as well as goodwill. When there is a sale of a business, you must address whether you own the property and are going to lease it to the new owner or in the alternative, sell the property to the new buyer. Whenever you sell the real property, it should be separate and apart from the sale of the business. If you are selling your business and leasing the premises, a provision must be made for the buyer to be able to enter into a new lease with your landlord, or in the alternative assume your lease. The sale of the business many times will require you to sign a covenant not to compete so once you sell your business, the buyer does not need to worry about you opening up another business and competing after the sale of the business.