10/16/2026
Same sale price, two structures. One leaves you with far less after tax.
An asset sale usually costs you more. Part of the price is taxed at your ordinary income rate. A stock sale is usually taxed once, at the lower capital gains rate.
In one example, an earn-out sale paid $1,000,000. The seller kept just $729,400 after tax. Only the down payment got capital gains treatment.
The article covers three checks to run before you sign a letter of intent. It covers your entity type, what transfers, and your after tax number both ways.
Buyers want an asset sale for the step-up; sellers usually pay more tax in one. Learn who wins the structure fight and how to price it before your LOI.