07/23/2026
๐ช๐ต๐ฒ๐ป ๐ ๐๐ฒ๐น๐น ๐บ๐ ๐ฏ๐๐๐ถ๐ป๐ฒ๐๐, ๐ต๐ผ๐ ๐บ๐๐ฐ๐ต ๐ผ๐ณ ๐๐ต๐ฒ ๐ฝ๐๐ฟ๐ฐ๐ต๐ฎ๐๐ฒ ๐ฝ๐ฟ๐ถ๐ฐ๐ฒ ๐ฎ๐บ ๐ ๐ฎ๐ฐ๐๐๐ฎ๐น๐น๐ ๐ด๐ผ๐ถ๐ป๐ด ๐๐ผ ๐ธ๐ฒ๐ฒ๐ฝ ๐ฎ๐ณ๐๐ฒ๐ฟ ๐๐ฎ๐
๐ฒ๐?
The short answer is that the deal structure matters just as much as the final sticker price.
If a buyer pushes you into an asset sale, they are trying to buy your equipment and inventory to secure tax write-offs for themselves. The trap for you is that depreciation recapture rules can hit those gains at much higher ordinary income rates.
With a stock sale, they buy your corporate equity instead. If you've held it for over a year, that gain qualifies for long-term capital gains rates, capping the federal hit at 20% plus the 3.8% net investment income tax.
If a buyer forces an asset sale to get their deductions, you can counter by calculating a tax "gross-up." This forces them to raise the purchase price by the exact amount needed to make sure your net, after-tax payout matches what you would have kept in a stock sale.
๐๐ฐ๐ฆ๐ด ๐บ๐ฐ๐ถ๐ณ ๐ค๐ถ๐ณ๐ณ๐ฆ๐ฏ๐ต ๐ฃ๐ถ๐ด๐ช๐ฏ๐ฆ๐ด๐ด ๐ด๐ฆ๐ต๐ถ๐ฑ ๐ง๐ข๐ท๐ฐ๐ณ ๐ข๐ฏ ๐ข๐ด๐ด๐ฆ๐ต ๐ด๐ข๐ญ๐ฆ ๐ฐ๐ณ ๐ข ๐ด๐ต๐ฐ๐ค๐ฌ ๐ด๐ข๐ญ๐ฆ?