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Selling a Business? A Delay Could Cost You

The impending capital gains tax rate hike offers a compelling reason to sell this year.

Opinions expressed by Entrepreneur contributors are their own.

Thinking of selling your business? Uncle Sam is offering a big incentive to act fast. As in, by the end of this year. The capital gains tax rate is set to jump from 15 to 20 percent on January 1, 2011. Surprisingly, many owners are unaware of these potential tax increases, and just as many don't know how it could affect them.

Upon the transfer of a business, the owner is faced with a tax bill based on the consideration received. The applied to the proceeds depend on how the purchase price is allocated amongst a variety of asset classes. The two most common tax rates are ordinary income and long-term capital gains. And with the top ordinary income rates at least double long-term capital gains, sellers are particularly interested in having a majority of the proceeds treated as the latter. In the sale of a business, the portion of the purchase price allocated between these tax rates is driven by what the parties can negotiate, as well as the tax code.

Currently, the largest source of Treasury revenues comes from individual income and employment taxes. Our mounting federal deficit all but assures that increases to the long-term capital gains tax will happen. In fact, most accountants and wealth mangers have been advising their clients to consider accelerating any tax liabilities, as we may never see today's tax rates again.

"[Another] compelling reason to consider selling a business this year, assuming one is otherwise motivated, is the likelihood that not only are capital gains rising, but ordinary rates will likely be rising in the future," states Jeff Arnol, CPA and managing partner of accounting firm Kessler Orleans and Silver.

If an owner has considered selling their business today, the following analysis illustrates to what extent they would need to increase their bottom line to stay even. This illustration is meant as a guide, and you should consult with your tax advisor to better understand how these tax increases impact your personal situation.

Assuming you have a business that is sold and generates a capital gain of $2 million, the federal capital gains tax would increase from $300,000 (15 percent of $2 million) to $400,000 (20 percent of $2 million) if the sale were completed in 2011. This is an increase of $100,000 and does not include any additional federal or state income taxes. Keep in mind that income taxes are expected to increase, and if they do, this will take an even larger chunk of your sale proceeds. When considering all the proposed tax increases (capital gains, federal and state income), the net effect on business sale proceeds will likely decrease between 11 percent and 15 percent.

To offset the effect of these tax increases, a business owner would need to grow their bottom line by a considerable amount. Arnol explains another way to mitigate the tax increases: "If the current rate structure holds for the rest of 2010, perhaps it's time to pay some taxes and convert assets from illiquid to liquid ones and move on."

So the question becomes, do you consider a sale in 2010 or resolve to grow the business beyond its current value? It's a critical decision business owners shouldn't take lightly.

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