June 6, 2022


4 Total CPE Credits


Buying and Selling Corporate Businesses: Asset Sales

Learning Objectives

  • Identify tax and non-tax differences between an asset sale and a stock sale.
  • Determine possible benefits from using compensation arrangements, covenants not to compete, personal goodwill and contingent consideration.
  • Identify the differences between selling the assets of an S Corp compared to a C Corp.
  • Recognize the tax significance and relevant legal authority related to the allocation of the purchase price among the assets purchased.
  • Recall the law applicable to "purchased intangibles."
  • Identify tax considerations related to asset sales after the death of the shareholder.

Major Topics

  • Stock sale vs. asset sale: tax and non-tax differences.
  • Compensating the selling shareholders for services performed.
  • Covenants not to compete.
  • Personal goodwill.
  • Built-in gain planning for S corporations
  • Installment sales.
  • Allocation of the purchase price among the assets.

CPE Credits Available

Total CPE

Things to Know About This Course


An understanding of the taxation of individuals, corporations, S corporations and partnerships or at least two years of experience in advising privately owned businesses.

Advanced Preparation


Intended Audience

CPAs and attorneys.


California Society of CPAs

This event has ended.