Difference Between Asset Sale And Stock Sale Without Tax Implications In Phoenix

State:
Multi-State
City:
Phoenix
Control #:
US-00418
Format:
Word; 
Rich Text
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Description

The document is an Asset Purchase Agreement outlining the terms for the sale of a business's assets from the Seller to the Buyer. It highlights the differences between an asset sale and a stock sale, focusing on the benefits of an asset sale such as clarity in liability assumption and asset transfer, particularly in Phoenix where tax implications may differ. Key features include detailed sections on the assets purchased, liabilities assumed, payment terms, representations and warranties, and conditions for closing. Filling out and editing the form is straightforward, allowing parties to customize it based on specific facts and needs. This document is particularly useful for attorneys, partners, owners, associates, paralegals, and legal assistants who are involved in business transactions, providing a clear framework for asset sales while avoiding potential liabilities associated with stock sales.
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  • Preview Asset Purchase Agreement - Business Sale
  • Preview Asset Purchase Agreement - Business Sale
  • Preview Asset Purchase Agreement - Business Sale
  • Preview Asset Purchase Agreement - Business Sale
  • Preview Asset Purchase Agreement - Business Sale
  • Preview Asset Purchase Agreement - Business Sale
  • Preview Asset Purchase Agreement - Business Sale
  • Preview Asset Purchase Agreement - Business Sale
  • Preview Asset Purchase Agreement - Business Sale
  • Preview Asset Purchase Agreement - Business Sale
  • Preview Asset Purchase Agreement - Business Sale

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FAQ

For the target, a stock sale is usually a nonevent from a tax perspective. The buyer in a stock sale does not get a step-up in tax basis in the assets that comprise the target company, and thus is not able to increase their depreciation and amortization deductions in the same way as in an asset sale.

In an asset sale, the ownership of these acquired assets would change hands, with the buyer negotiating separately for each asset. In a stock sale, ownership of such assets does not change hands in the same way. The target still retains its ownership typically, even if the target has a new owner.

The short answer is that a stock sale is better for you, the seller, while the buyer benefits from an asset sale. But, since we're talking about the IRS, there are infinite variations and complications. As such, you will want to get professional tax and legal advice before proceeding.

Asset transaction means any transaction or related series of transactions whereby the Issuer transfers certain of its assets to ReGen AG through a sale, capital contribution or otherwise.

In an asset sale, the seller faces double taxation: the company pays taxes on the sale of assets, and shareholders are taxed on the distribution of proceeds. Buyers may benefit from tax deductions on depreciated assets. In a share sale, the seller typically incurs capital gains tax on the sale of shares.

Other potential drawbacks to asset sales for buyers can include an inability to take advantage of any accrued net operating losses or other tax credits that the seller may have, a spike in customer churn upon finding out that the business has been sold, and customer churn if things like payment processing accounts need ...

An asset sale occurs when a business sells all or a portion of its assets. The seller, or target company, in this type of deal, is still legally the owner of the company, but no longer owns the assets sold. In a stock sale, the buyer acquires equity from the target company's shareholders.

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Difference Between Asset Sale And Stock Sale Without Tax Implications In Phoenix