When it comes to selling a business, one of the key questions owners have is whether the sale of goodwill is subject to capital gains tax. It is important to understand how the capital gains tax works, so that you can plan your sale accordingly. In this article, we will discuss the rules governing the taxation of sale of goodwill and provide some useful tips to help you make the most of your sale.

Is Sale of Goodwill Capital Gain?

Goodwill is a type of business asset that is typically the result of a business’ reputation and customer relationships. If the sale of goodwill is classified as a capital gain, then it is generally taxed at a lower rate than ordinary income. However, the taxation of goodwill can vary depending on the circumstances.

In most cases, the sale of goodwill is a capital gain. According to the IRS, all amounts received by shareholders from the sale of their personal goodwill should be taxed at capital gain rates, regardless of whether the goodwill was acquired or self-created. The tax rate on capital gains can vary depending on the length of time the business has been owned, with long-term capital gains being taxed at either 15% or 20%.

In addition, there is a $41,675 exclusion from capital gains tax. If you have only made $41,675 or less from the sale of your goodwill, then you do not have to pay any capital gains taxes on that income. Any amount over this exclusion is taxed at the applicable capital gains rate.

Tips for Minimizing Capital Gains Tax

There are some strategies you can use to minimize the amount of capital gains tax you have to pay when selling your business. These include:

  • Deferring capital gains tax by investing the proceeds of the sale into a qualified retirement account.
  • Using a capital gains tax calculator to estimate the amount of tax you will owe.
  • Using a tax accountant to help you structure the sale of your business in the most tax-efficient way.

Another way to minimize capital gains tax is to structure the sale of your business as a stock sale instead of an asset sale. In a stock sale, the buyer purchases the stock of the company, rather than the assets. This can result in lower tax liability for the seller, since any goodwill associated with the business is not part of the sale.


In most cases, the sale of goodwill is subject to capital gains tax. However, with careful planning, you can minimize the amount of tax you have to pay. If you have any questions about selling your business, or if you need help finding a business broker, be sure to check out Atlantabusinesses.com for more information.

Is the profit made from selling goodwill considered a capital gain or an ordinary gain?

It is necessary to speak with a CPA to find out the current capital gains tax rates, as these have altered multiple times in the past two decades. This is the rate of taxation that is applicable to the seller for any profits derived from goodwill.

Does the sale of an asset generate capital gains from goodwill?

If you have owned your business for more than one year, the gain from selling it will be considered a long-term capital gain. This is beneficial to the seller, as any amount attributed to goodwill is viewed favorably.

Is the sale of goodwill considered a capital gain or a 1231 gain?

When you sell the acquired goodwill that you have held for more than one year, it will be classified as a Section 1231 asset. This is the most beneficial from a tax perspective, as any net gain you make will be treated as long-term capital gain.

Do capital gains taxes apply to personal goodwill?

Making the correct distinction between personal and business goodwill can result in tax savings for the seller, including the ability to have gains on personal goodwill assets taxed at a lower capital gains rate rather than at the higher ordinary income tax rate.