
Ask HN: Taxes on a $10M asset sale of a Delaware C corp based in California? - seratumi
Consider a $10M asset sale of a software startup that is a Delaware C Corp with an office and foreign qualification in California.<p>Here&#x27;s my understanding of the taxes<p>21% Federal taxes: $2.1M
8.84% California taxes: $0.9M
Delaware taxes: &lt;$1K<p>Amount after taxes: $7M<p>Assume the founders have 70% of equity ~ $5M<p>Once distributed to founders<p>23.8% Federal tax : $1.2M
13.38% California tax: $0.7M<p>So, founders with 70% equity in a $10M sale, earn just $3M? Rest is mostly taxes? Am I getting this correct, because this sounds ridiculous?
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davismwfl
Asset Purchase agreements are by far the way most companies are acquired.
Stock sales of private companies is not the normal, at least in the US.

As for the tax situation, more or less you are correct if you just do a basic
distribution (assume 50-60% goes to taxes in that method), but you really need
to talk to a tax accountant and your legal counsel as usually they try to
avoid a basic distribution. There are a number of ways to reduce the tax
burden (or have it classified differently), assuming the company isn't going
to continue to transact business. If you wanted to leave the company open,
rename etc there are some ways to reduce the tax burden further and pay it out
over time (after buying out the investors).

I have sold a couple of businesses and the C corp by far was the worst tax
situation. But our back of the hand calculation like yours wound up being
quite high compared to what we wound up paying because of good tax and legal
advice.

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throw03172019
Is there a reason you are doing an asset sale?

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seratumi
The potential acquirer is not a US company and wouldn't agree to a stock sale

