Goodwill is an important factor to consider when selling a business. When you sell your business, it’s important to know how it will be taxed, especially when it comes to goodwill. In this article, we’ll provide an overview of how goodwill is taxed in an asset sale, including the differences between personal goodwill and noncompetition payments to the shareholder. We’ll also look at how tangible assets are taxed and how courts have determined the taxation of personal goodwill.

How is Goodwill Taxed in an Asset Sale?

In the sale of a business, goodwill is defined as the amount paid above and beyond the fair market value of the business’ assets and liabilities. In most cases, when a seller has goodwill, it’s taxed at long-term capital gains rates. But if the seller owned the business for less than a year, the goodwill will be taxed at ordinary income tax rates. If the choice is between personal goodwill and noncompetition payments to the shareholder, the difference is taxation at a federal rate of either 15% or 37%.

Your tangible assets are taxed like a more complicated version of your standard income tax. All of your tangible assets will typically be sold at their depreciated value, and any gain or profit on the sale of those assets is taxed at ordinary income tax rates. This means that if you sold $1,000 worth of tangible assets and you originally paid $2,000 for those assets, then the $1,000 difference would be taxed at ordinary income tax rates.

Personal Goodwill and Taxation

Courts have held that goodwill may be considered a personal asset (and not an asset of the business being sold) if the earning power of the business is derived from the personal skills and abilities of the seller. In other words, if a seller’s personal skill, knowledge, and expertise is a major contributing factor to the success of the business, then the goodwill associated with it would be considered a personal asset. If a business’s goodwill is personal goodwill, it will only be taxed at an individual shareholder level.

Whether or not it’s considered a personal asset relates to the seller’s involvement in the business. If a seller has played an active role in the business, then it’s more likely that the goodwill is considered personal. On the other hand, if the seller was more of a passive investor, then the goodwill would be considered an asset of the business and would be taxed as such.

Understanding how goodwill is taxed in an asset sale is essential for any business seller. Knowing the difference between personal goodwill and non-competition payments can make a big difference in the taxation of the sale. If you have any questions about selling a business, or would like more information about business brokers, be sure to check out They are a great resource for all of your business selling questions.

Does an asset sale include goodwill?

Goodwill, which has historically been viewed as a business asset, has been labeled as a personal asset in some recent Tax Court rulings. This classification permits a sale of goodwill to be treated as a capital gain and taxed only once, but at a reduced rate.

What are the financial implications of disposing of goodwill in terms of taxation?

As the seller of a business, you stand to benefit from having goodwill allocated to your sale if you have owned your business for over a year; this is because long-term capital gains are taxed at a lower rate than other forms of income, beginning at 15% and gradually reaching 20%.

Can a business deduct goodwill when making an asset purchase?

The IRS requires that any goodwill or intangible assets bought in a taxable purchase must be spread out over 15 years and the cost can be written off as a tax deduction.

What are the tax implications of goodwill?

When it comes to goodwill, the seller will receive a capital gain instead of normal income, which is taxed at a lower rate. Therefore, a higher proportion of goodwill is more advantageous for the seller.