When buying a small business - Allocation of Purchase price is important!

Allocation of Purchase Price is done for tax purposes when buying the assets of a small business. The allocation is important because it effects how the person buying a business and the person selling a business will be taxed and what deductions are possible.

Always do the allocation of purchase price before closing the transaction, it’s real money! Business brokers should be able to provide you details and the appropriate IRS form 8594.

Here are the issues:

  1. Buyer wants shortest depreciation schedule for acquired assets.
  2. Seller wants tax treatment at capital gains rates, not ordinary income
  3. Buyer wants to write up value in hard assets so buyer can deduct more in depreciation
  4. Seller does NOT want to write up assets because it triggers depreciation recapture and tax at ordinary income rates
  5. Goodwill and intangible assets are 15 year write off for buyer and cap gains rate for seller.

A good allocation of purchase price can reduce the total amount paid for a business after tax, and after tax is all we really care about, right? Same issue for seller, a good allocation of purchase price can maximize the after tax benefit to seller.

For buyer the difference is WHEN they can deduct the price, for the seller it’s the difference between cap gains rates and ordinary income! Big difference!!

Talk to your business broker about how to address this issue in any offers.