Side by side
| Asset sale | Stock / membership sale | |
|---|---|---|
| What transfers | Selected assets and assumed contracts | The entity with all assets and liabilities |
| Seller tax | Mix: capital gain on goodwill, ordinary on equipment recapture and non-competes | Mostly capital gain |
| C corporation seller | Taxed at 21% inside the company, then again on distribution | One level of tax to shareholders |
| Buyer benefit | Stepped-up basis, can depreciate/amortize purchase price | No step-up (without special elections) |
| Licenses, permits, contracts | Must be re-issued or assigned (often needs consent) | Usually stay with the entity, subject to change-of-control clauses |
| Liabilities | Stay with seller unless assumed | Go with the company (buyer negotiates indemnities) |
Same $3M price, different allocation (pass-through seller, illustrative)
| Allocation | Goodwill (capital) | Equipment gain (ordinary) | Non-compete (ordinary) |
|---|---|---|---|
| Seller-friendly | $2,700,000 | $200,000 | $100,000 |
| Buyer-friendly | $2,200,000 | $500,000 | $300,000 |
Allocation is reported, so negotiate it early
In an asset sale, buyer and seller each file Form 8594 allocating the price across seven asset classes (cash, securities, receivables, inventory, equipment and real estate, intangibles, and goodwill last). Put the allocation principles in the letter of intent. Equipment gain up to depreciation taken is ordinary income (Section 1245), and unrecaptured Section 1250 gain on real estate is taxed at a maximum 25% (IRS Topic 409).
Trade-specific catches
- Contractors: a California CSLB license cannot move to a new entity, which favors stock deals - but the buyer still needs a qualifier. See HVAC and roofing.
- Healthcare: DEA registrations never transfer, and Medicare enrollment must be updated on a change of ownership. See dental and medical.
- SBA buyers: partial sales must be stock deals under SOP 50 10 8.
Know your number first
Sourced range for your trade in 60 seconds, no email needed.
Frequently asked questions
Which is better for the seller, asset or stock sale?
Usually a stock sale, because more of the gain is capital gain and liabilities go with the company. C corporation owners especially want to avoid an asset sale’s double tax.
Why do buyers want asset sales?
They get a stepped-up tax basis to depreciate and amortize, and they leave unknown liabilities behind.
What is Form 8594?
The IRS form both parties file in an asset sale to report how the price is allocated across seven asset classes.
Sources
- IRS - About Form 8594, Asset Acquisition Statement (accessed 2026-09-23)
- IRS Topic 409 - Capital gains and losses (accessed 2026-09-23)
- California CSLB - Change in business entity (accessed 2026-09-23)
- Whiteford - SBA SOP 50 10 8: key changes (seller notes, equity injection, partial changes of ownership) (accessed 2026-09-23)