Business Owners calculator
How might an asset sale and a stock sale change what the owner keeps?
Compare seller cash under a stock sale and an asset sale, including a possible C-corporation second tax layer.
Before you calculate
How might an asset sale and a stock sale change what the owner keeps?
A buyer can offer the same headline price through an asset purchase or stock purchase and leave the seller with very different cash. This calculator separates owner stock basis, company asset basis, ordinary-income gain, capital gain, sale costs, debt, and a possible C-corporation second tax layer so the structure is discussed before terms become binding.
Before you act on the number
Use the result to identify which assumption needs verification, then bring that question to the professional helping you make the decision.
Transparent method
For the stock case, subtract sale costs and owner stock basis from price, apply the entered owner gain rates, and subtract debt and tax from closing cash.
For a pass-through asset case, measure gain above company asset basis and divide it between entered ordinary-income gain and remaining long-term gain.
For a C-corporation asset case, apply the entered company tax rate, calculate cash distributed after company tax and debt, and estimate shareholder tax above stock basis.
Common questions
A stock sale may produce more long-term capital gain and avoid entity-level asset tax, but liability, buyer basis, contract transfer, and market leverage also matter.
A buyer may choose assets and receive new tax basis for future deductions while avoiding unwanted liabilities, subject to the agreement and tax rules.
Buyer and seller generally use Form 8594 to report the agreed allocation among asset classes in an applicable asset acquisition.
Gain may be taxed at the corporation and remaining cash may be taxed again when distributed or liquidated to shareholders.
Sources
Want the fine print? See sources, methods, and limits.