Selling a company you’ve built from the ground up is a huge milestone for any business owner. Though small business owners will likely celebrate such an enormous achievement, many fail to remember the tax implications.
For those offering seller financing, there are specific tax implications to consider during the sale of a business. Also known as owner financing, this financial option has become popular over the years, with a majority of small business sales financed by the seller in some fashion.
We’ll take a look at what seller financing is and the potential tax implications so you, as the seller, can make an informed decision.
What is Seller Financing?
One of the key questions when it comes to learning about the tax implications is what seller financing is. The answer is as simple as it sounds. Seller financing is a form of financing where the seller acts as the bank and provides a portion of the loan for the buyer.
Seller financing also goes by the terms owner financing, seller carryback, and seller notes, can benefit both the seller and the buyer. If nothing else, providing seller financing leads to more potential buyers for the small business, which leads to faster sales.
Of course, like many financial decisions, seller financing should not be undertaken lightly or without understanding the whole picture.
Seller Tax Implications
Sellers have a couple of different tax implications and scenarios to consider before making that an option during the sale of their small business.
Capital Gains
The type of tax a seller is likely to incur during the sale of the business is capital gains tax. The IRS explains that the sale has capital gains when the business is sold for a higher amount than the value.
As an example, when selling assets, capital gains are calculated by dividing the purchase price between different asset classes included in the sale to determine capital gains and arriving at the capital gains taxes.
The rate used to calculate capital gains depends on whether the profit is considered long-term or short-term.
Short-term: A gain on the sale of a property owned for less than a year, which is taxed at the marginal ordinary income rates.
Long-term: A gain on a sale of a property owned for more than a year. An investment owned for more than a year would benefit from long-term capital gain tax rates, which are generally lower than short-term rates. This all depends on the seller's tax filing status and taxable income.
Receiving Payments Over Time
In the event a seller provides the seller financing option and receives payments over time, the IRS has allocation requirements the seller must meet. The first part of the payment needs to get allocated to recovering the original cost of the assets sold. The remaining portion of the payment is allocated to capital gains.
As a side note, any inventory sold as part of the business does not qualify for any preferential installment method tax treatment since it is expected to be sold within a year; therefore, it is taxed as ordinary business income.
For business owners who claim depreciation expense for equipment, there is a requirement to report depreciation recapture during the time of sale.
Detailed records and potentially requesting the help of a CPA while setting up the installment plan for the sale will greatly help with these tiresome calculations.
Potential Pros and Cons
Pros
Not all of the tax implications will impact the seller of the small business negatively. When the seller receives an installment payment from seller financing, there are a couple of upsides.
Tax deferrals
The best part of receiving an installment payment is the ability to spread out the capital gains tax over the length of the repayment plan. It lets the business owner manage the tax liability, something especially helpful as income fluctuates.
Lower tax rates
Getting the ability to split up the capital gains tax recognition might help the owner from moving to a higher tax bracket than if the whole thing was recognized all at once.
Interest Payments
Allowing the buyer to purchase using the seller financing method means you receive interest on top of the payments, boosting income.
Flexible
Providing the seller financing option gives a certain level of flexibility to both seller and buyer. Potential buyers might find this type of deal more appealing, attracting more diverse buyers. The flexibility also works the other way - the seller finds they’ll have more options to choose from when it comes to finding the right buyer.
Cons
Buyers also have to think about the downsides of seller financing as an option.
No “clean break” from sale
In some situations, a business owner would want to sell their business and be done with the process. Seller financing, though a great option in many circumstances, means that payments are involved, making a clean break from the business impossible for the seller as long as the payment plan continues.
A larger pool of buyers
Though this also belongs in the pros section, it does come with a con. A wider pool of potential buyers means more leg work to close the deal with the right one. Seller financing options attract buyers who wouldn’t qualify for other types of financial assistance, making sellers weary of the installment plan falling through down the road.
More effort required
More effort is required on the seller's part regarding seller financing. Sellers find they have more say in who the business gets passed down to, but with that, there are more decisions and more responsibility.
When the buyer has to find outside funding to purchase the business, a third party decides whether they are credit-worthy. When business owners offer seller financing, they are solely responsible for the decision.
Default Risk
As with any payment plan, there is a risk of the buyer defaulting. If that were to happen, the owner would be responsible for taking back the business and repossessing the lease. This is an inconvenience that some buyers aren’t willing to take on.
How to Sell a Business With the Seller Financing Option?
Now that we’ve covered the seller financing option and the pros and cons, it’s time to discuss the how. All of this information can be overwhelming with the documentation, negotiation, and other steps, which means reaching out to professionals such as those at Smobi, on top of CPAs and lawyers.
Value the business
You can’t start the sale process without a business value. Take a look at Smobi’s article regarding valuation for more information on what price to start negotiations with.
Business exit strategy
When putting together an exit strategy, the business owner should review the following:
Marketing to make your business appealing to potential buyers
Legal obligations are met, such as up-to-date licenses
Financial documentation in order
Hand-off of all pertinent information
Communication with employees and customers
The sale price is set through valuation
Tax considerations are reviewed and understood
Find Buyer
There are professionals, such as those at Smobi, who can help facilitate finding the right buyer for the business.
Vet Leads
For sellers who offer seller financing options, there is bound to be many different potential buyers. Before signing any further paperwork, vet each buyer to ensure they meet the requirements and financial specifications.
Review Offer
Once you find an offer you are comfortable with, prepare the buyer to do their due diligence by making the following documents available:
Financial data from the past several years
Copies of legal agreements
Business credit history
Client list and contracts
Building and equipment information
Managerial and operational documentation
Current inventory information
Complete Sale
To move forward, the seller will need a promissory note and security agreement from the buyer. These documents will outline the following information:
Terms of the loan
Interest rate
Repayment schedule
Additional clauses
Typical Seller Financing Agreements
Generally, the terms of seller financing agreements look as follows:
Loan amounts are normally between 5% and 60% of the business's selling price. There are rare cases where the seller offers the full selling price for seller financing, so long as the buyer provides a large downpayment - around 15% to 20%.
The loan is typically 5 to 7 years with an interest rate of roughly 6% to 10%.
Reaching out to the right professionals can help streamline the process. Though the seller will have control over the terms of the agreement, it’s best to reach out to professionals who can help lead the way.
Sell Your Business With Smobi
Whether you choose to sell your business utilizing the seller financing option or not, you should understand all of your options as a business owner.
No matter if you started the process yet or not, Smobi is here to lend a helping hand. Smobi will guide you through the process, helping you understand the best time to sell, how to value your business, and much more. There’s no need to hesitate when it comes to finding out just how much your business is worth. Reach out today to find out the next steps.