Deal structures: asset vs. stock
Asset sales can allow buyers to step up basis; stock sales may be simpler for sellers. Tax results differ by entity type.
Purchase price allocation
Allocate across asset classes (cash, receivables, inventory, fixed assets, intangibles, goodwill). File the appropriate forms to report the allocation.
Closing & liquidation steps
- Final payroll and sales tax filings
- Cancel permits and close accounts
- File final income tax return and mark final boxes
State & local considerations
Bulk sales notices, tax clearance certificates, and successor‑liability rules may apply—check state requirements early.
Records & after‑close obligations
Retain business records for required periods; keep access to old email, accounting, and payroll systems for notices and amendments.