I've been approached by people wanting to buy the assets (not stock) of my company (single member llc) which consist primarily of
How can I treat this sale for tax purposes? Can I treat it as a capital gain and if I created those assets more than 1 year ago, can I treat as a long term capital gain?
(In previous years my single member llc has been treated as a disregarded entity, so I report it as part of my personal taxes)
I found this with a google search - not sure it applies
VISION INFORMATION SERVICES, L.L.C. v. COMM., 96 AFTR 2d 2005-5807Also, look up "Goodwill" and IRS
(419 F.3d 554), Code Sec(s) 1001; 1221; 1235; 61; 6226; 7491, (CA6),
08/22/2005 In order to qualify for capital gain treatment for tax
purposes under § 1235 however, the sale must be of "all substantial
rights" to the trade secret or know-how. The term "all substantial
rights" has been defined as all rights "which are of value at the
time" of the transfer. 26 C.F.R. § 1.1235-2(b). Thus, where the rights
granted are limited in geographic scope or to a specific field of use,
the transfer is not a sale of a capital asset under § 1235 absent a
showing of no commercial value to the rights in other geographic areas
or other fields of use. We have held that the term "all substantial
rights" means that "the transfer must cover all practical
fields-of-use for the invention." Fawick v. Comm'r , 436 F.2d 655, 662
[27 AFTR 2d 71-381] (6th Cir. 1971); see also Mros v. Comm'r, 493 F.2d
813, 816 [33 AFTR 2d 74-996] (9th Cir. 1974) (holding that a transfer
was not a capital asset sale where the patent had potential value in
other fields not subject to the transfer agreement). In Fawick, we
concluded that because the transfer of rights to a patent was to one
specific industry and the patents had known value outside that one
industry, the transaction failed to qualify as a sale of a capital
asset under § 1235. Fawick, 436 F.2d at 663.
Good luck - it is not cut and dried. It would be easier if you sold the company, then you could value the goodwill, etc.
No, in your case you are making a sale of a product or service.
"Assets" are considered by the IRS to be large-ticket physical things like desks, computers, etc that cost over $500. When you sell those, it's normally at a loss due to depreciation.
"Capital Gains" taxes are from the sale of something of investment-grade...your service/product isn't that either.
You're going to count this as a sale and when you deduct your business expenses to figure whether you made a profit or not in your business, then add other income, you'll pay the rate of whatever tax bracket you fall into.