As a professional business broker, I understand the importance of understanding tax implications when it comes to selling a business. One important question you may have is “Is Goodwill a Capital Asset?”. In this article, I will explain in detail the answer to this question.

Is Goodwill a Capital Asset?

Goodwill is considered a business asset, as the law does not specifically exclude it from being a capital asset. When it comes to taxation, the sale of personal goodwill, if respected by the IRS, creates long-term capital gain to the shareholder, taxable at up to 23.8% (maximum). This means that when it comes to selling your business, any goodwill associated with it will be taxed to the seller at capital gains tax rates. As long as you have owned your business for more than one year, your goodwill will be treated as a long-term capital gain.

However, it is important to note that there have been several recent Tax Court decisions which have declared that goodwill can be a personal asset. This allows a sale of personal goodwill to be treated differently than the sale of a business, which in turn affects the tax implications. Traditionally, goodwill is considered a business asset, however given these recent court decisions it is important to understand the implications of treating goodwill as a personal asset when selling a business.

When it comes to selling a business, understanding the tax implications of the sale is important. Goodwill is typically considered a business asset, but in some cases it can be treated as a personal asset, which can have significant impacts on the taxes associated with the sale.

At, we are experts in helping business owners prepare for a sale, including understanding all the tax implications. Our team of experienced business brokers can help you navigate the complexities of selling a business, providing you with all the information you need to make the best decisions for your situation.

Is goodwill categorized as a capital or 1231 asset?

When you sell the goodwill acquired, it qualifies as a Section 1231 asset if it has been held for more than one year, meaning you will benefit from the most favourable tax treatment possible; if there is a net gain, it will be classified as a long-term capital gain, and if there is a net loss, it will be regarded as an ordinary loss.

What type of revenue is goodwill considered to be: capital gains or ordinary income?

If you have been the owner of your business for more than one year, any profits made from the sale of the goodwill will be considered a long-term capital gain, which can be beneficial. The tax rate on long-term capital gains ranges from 15-20%, depending on your income level.

What type of financial asset is goodwill?

Goodwill is recorded as a long-term, non-physical asset on the acquiring company’s balance sheet. It is categorized as an intangible asset since it does not have a physical form like buildings or machinery.

What items are classified as capital assets?

Capital assets are items of significant value, like homes, vehicles, investment properties, shares, bonds, and collectibles or art. For businesses, a capital asset is any asset with a useful life of more than one year that isn’t intended to be sold in the usual course of business.