Partial Sale of S Corp

[DDSmith]

I have a client that received an offer of 2 million to sell part of the business. It would include some assets, $50,000. The rest is not really "goodwill" the buyer will use their own name. It isn't a sale of goods, where does the rest go? 

[IRonMaN]

"The rest is not really "goodwill""

If it isn't really goodwill, what does the purchase agreement say it is going to be?

[BobKamman]

Sounds like covenant not to compete, but really not enough information here to make an educated guess.

[IRonMaN]

My uneducated guess is going to go with goodwill.

[George4Tacks]

Who is selling? The individual or the S-Corp? What is the wording of the offer? We want to buy  this wonderful selection of equipment and .......?????

[DDSmith]

If it was goodwill, that goes on Schedule D, since the corporation is NOT being sold, would the deposit go against an other income account on the P&L? And the taxes be paid on the K1? I am trying to figure the JE.

The lawyer is reviewing the contract, I have not seen it, but it says the corporate name is the seller.

[IRonMaN]

So if you haven’t seen any paperwork, are you sure they aren’t selling stock?

[qbteachmt]

Well, yes, what is it?

"It would include some assets, $50,000"

So, is it ridiculous profit? Is it money laundering? Is it a check scheme?

[DDSmith]

No stocks are being sold. The company makes about $750,000 net profit per year. The sales price is too low if you ask me. They are buying 2 work trucks that are custom modified for the business

[George4Tacks]

Franchise fee comes to mind.

[qbteachmt]

"They are buying 2 work trucks that are custom modified for the business"

So it's two fixed assets and the associated accounts (customers)? Two fixed assets and the right to do that same work (a waiver for do-not-compete)? Or just two trucks, and they need to go out and hustle up some contracts? Somehow they agreed to some value for something here.

[DDSmith]

Two trucks and a non compete.

[IRonMaN]

"and a non compete"

At last, we know what they are buying!