C Corp sale


A

Amlb56

I am sole shareholder in a C Corp. A person/entity wants to
buy it all. What is required of me other than cashing his
check and transferring stock? My CPA is on a well deserved
vacation for two more weeks. Thanks to everyone.
 
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G

Gene Prescott

I am sole shareholder in a C Corp. A person/entity wants to
buy it all. What is required of me other than cashing his
check and transferring stock? My CPA is on a well deserved
vacation for two more weeks. Thanks to everyone.
If the buyer is willing to purchase your shares of stock,
then nothing else is required. Often buyers do not want to
purchase stock as they inherit whatever problems (legal,
IRS, customers, etc.) problems that may exist (in spite of
ideminification clauses). So if the buyer wants to purchase
the assets currently owned by your C Corp ... there are a
number of things you need to do ... the main one being wait
for you CPA to return, or visit an alternate tax
professional.

Gene Prescott, CPA, NC
 
V

Victor Roberts

I am sole shareholder in a C Corp. A person/entity wants to
buy it all. What is required of me other than cashing his
check and transferring stock? My CPA is on a well deserved
vacation for two more weeks. Thanks to everyone.
Well, my C Corp is registered with the New York Secretary of
State. I assume that selling it would require a bit more
paperwork than you propose. I would want to have my attorney
involved in addition to my accountant.
 
D

DonTheCPA

I am sole shareholder in a C Corp. A person/entity wants to
buy it all. What is required of me other than cashing his
check and transferring stock? My CPA is on a well deserved
vacation for two more weeks. Thanks to everyone.

"I" would wait for "my" CPA to return BEFORE I did anything!
He undoubtedly knows more about your situation than anyone
else does. No one else you could go to will have the
"experience" with you and your situation that your current
CPA does.

Unless this is an "offer you can't refuse", what is the
rush? If you were previously contemplating a sale, you
should have met then with your CPA to cover everything
before any offers were considered and definitely before you
accept any offer.
 
M

Mike Lewis

Amlb56 said:
I am sole shareholder in a C Corp. A person/entity wants to
buy it all. What is required of me other than cashing his
check and transferring stock? My CPA is on a well deserved
vacation for two more weeks. Thanks to everyone.
Addressing ONLY fed tax issues, the only thing I can think
of is that you will have to be able to determine your basis
in the C Corp. If you bought it from someone for $x and
never made further capital contributions to it, your basis
is $x. If you inherited it, your basis would be the fair
market valued on the date the executor used in filing the
706 estate return plus any capital contributions made later.
The only other thing I can think of that would impact the
basis value is any partial liquidation dividends received,
if any, would reduce basis.

Mike Lewis, CPA
 
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S

Stuart O. Bronstein

Victor Roberts said:
(e-mail address removed) (Amlb56) wrote:
Well, my C Corp is registered with the New York Secretary of
State. I assume that selling it would require a bit more
paperwork than you propose. I would want to have my attorney
involved in addition to my accountant.
Right. Sometimes it makes more sense to have the
corporation sell the business, than to sell the stock in the
corporation. You'll need your accountant to help figure
that out.

Stu
 

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