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Tax implications of LLC being sold mid year

Posted on 6/10/24 at 8:45 pm
Posted by Bonjourno
New Orleans
Member since Jan 2010
2767 posts
Posted on 6/10/24 at 8:45 pm
100% membership interest sold 7/1/24. What are the tax implications between the previous owner and current owner when the 24 tax returns are done? Thanks!
Posted by Dixie Normus
Earth
Member since Sep 2013
2846 posts
Posted on 6/11/24 at 6:41 am to
There is not enough information in this for anyone to give you an accurate opinion and, if someone does, they don’t know what they’re talking about.
Posted by slackster
Houston
Member since Mar 2009
91362 posts
Posted on 6/11/24 at 6:49 am to
I’m sure someone will answer shortly, but this feels like a question that should have been answered well before any negotiation took place.
Posted by Bonjourno
New Orleans
Member since Jan 2010
2767 posts
Posted on 6/11/24 at 8:10 am to
The LLC is taxed as an S-corp. No sale date is set yet as we are waiting on some more things but just trying to get a basic understanding before we get a lawyer involved.

Example with 6/30 sale date. If from January through June there is 0 net income then from July through December there is 20,000 net income. Is the tax liability split 50/50 end of year based on the time as owner?
This post was edited on 6/11/24 at 8:48 am
Posted by Bard
Definitely NOT an admin
Member since Oct 2008
57977 posts
Posted on 6/11/24 at 9:07 am to
quote:

Example with 6/30 sale date. If from January through June there is 0 net income then from July through December there is 20,000 net income. Is the tax liability split 50/50 end of year based on the time as owner?


You need to talk to an accountant.
Posted by Weekend Warrior79
Member since Aug 2014
20802 posts
Posted on 6/11/24 at 9:28 am to
The legal/closing documents should already address this. If they don’t, you need your attorney & CPA to get on it before you start signing things in a few weeks
Posted by Weagle25
THE Football State.
Member since Oct 2011
47470 posts
Posted on 6/11/24 at 9:31 am to
Not a question for this board. Way too many details to go into. Talk to an accountant before you start negotiations.
Posted by lighter345
Member since Jan 2009
11893 posts
Posted on 6/11/24 at 9:35 am to
Look up close the book method but get an accountant first.
Posted by baldona
Florida
Member since Feb 2016
23425 posts
Posted on 6/11/24 at 9:49 am to
As said, I'll refer to myself as not knowing and you need an accountant before you move forward.

But if you sell it and are 100% done, why would you as the seller be responsible for income taxes on revenue earned AFTER your sale unless that's outlined in the sale itself?

Furthermore, if someone else buys it why would they be responsible for income taxes before the sale was complete?
This post was edited on 6/11/24 at 9:50 am
Posted by Bonjourno
New Orleans
Member since Jan 2010
2767 posts
Posted on 6/11/24 at 9:50 am to
Thanks guys. Yes talked to a couple accountants we know that aren’t necessarily specialized in business but ended up coming out with more questions than answers. Just trying to educate myself a little before really getting into the thick of things. No set sale date so it can be pushed as much as we need. Thanks again
Posted by baldona
Florida
Member since Feb 2016
23425 posts
Posted on 6/11/24 at 9:59 am to
quote:

Thanks guys. Yes talked to a couple accountants we know that aren’t necessarily specialized in business but ended up coming out with more questions than answers. Just trying to educate myself a little before really getting into the thick of things. No set sale date so it can be pushed as much as we need. Thanks again


You need to also understand that just because your business sale is dates as 12/31 does not also mean that you pay 100% of the year and owe nothing the following year.
Posted by AuburnTigers
9x National Champion
Member since Aug 2013
17432 posts
Posted on 6/11/24 at 11:50 am to
quote:

100% membership interest sold 7/1/24. What are the tax implications between the previous owner and current owner when the 24 tax returns are done? Thanks!
you would report all business activity from beginning of fiscal year to the sale date and the new owner would report business activity from the purchase date til the end of the fiscal year. Mark final for the business return. (cash basis vs accrual can make this tricky)

Now how you handle the purchase allocation depends on a lot of factors. Buildings, land, IP, other assets, equipment, depreciation, etc. Speak to an accountant about handling the sale ahead of time and see if a 1031 exchange can be worked out.
This post was edited on 6/11/24 at 12:05 pm
Posted by jfw3535
South of Bunkie
Member since Mar 2008
5444 posts
Posted on 6/11/24 at 12:56 pm to
Your sale documents should contain language such as this:

The parties agree that on and after the Effective Date, the distributive share of Seller in the Company’s income, gain, loss, deduction or credit with respect to the Transferred Membership Interest was, or will be, determined based on an interim closing of the books on the Effective Date under applicable sections of the Internal Revenue Code. Seller shall be responsible for any and all tax liabilities relating to its ownership of the Transferred Membership Interest prior to the Effective Date, including, without limitation, its proportionate share of the Company’s income, gain, loss, deduction or credit through the Effective Date as reflected on the Schedule K-1 to be issued by the Company to Seller for the 2024 federal and state income tax returns.

This is just an example and not intended to be legal or accounting advice. You should seek the advice of your own legal and tax specialists for language to address your specific situation.
Posted by Dixie Normus
Earth
Member since Sep 2013
2846 posts
Posted on 6/11/24 at 7:32 pm to
You need to speak with an accountant and lawyer. Legal documents can shift tax burdens or provide indemnity coverage. If you’re in the LC area, I can refer you to both. Based on the info, it sounds more like an equity sale which means most of the tax burdens are going to stay with the company on sale, but you really need some eyes on it to get it right because it can have some serious consequences.
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