Sellers who try to determine the value of their practice frequently overlook an important issue: taxes. For example, a seller who obtains the majority of the sales price as capital gains can afford to sell for a much lower price, and yet pocket as much or more, than if the sales price is paid as ordinary income. Unfortunately, many professionally prepared valuations fail to address this point.
A typical tax structure has 70% of the purchase price paid for the seller’s name and goodwill and the client list/files, which is capital gains treatment for the seller. Another 20% is for the seller’s continued assistance after the sale is complete, which counts as ordinary income to the seller, and the remaining 10% for non-competition/non-solicitation, also ordinary income to the seller.
Here’s how the buyer can expense the purchase price and how the seller must report that gain: Naturally, the seller’s motivation is to put as much of the purchase price as possible into capital gain assets, and then pay the lowest tax on the sale. The seller will likely have no basis in the client list, name, or goodwill unless the seller had purchased these assets once before and now has them up for sale again. So the capital gain on these assets will probably be the amount received for them. The non-compete agreement will also be fully taxable because the seller would not normally have any basis in this type of asset either.
The services the seller provides for continued assistance after the sale is compensation for services rendered. Since this is essentially a wage, it will be subject to both the federal income tax and the FICA employment tax. If the seller receives part of the purchase price in this way, he or she would want to be an employee of the firm and not an independent contractor. That way he or she would not have to pay both sides of the FICA tax.