Selling a Business: Price Allocation

When it comes to selling a business, there's a lot more to consider than just finding the right buyer and agreeing on a price. One critical, yet often overlooked aspect of the sales process is price allocation. Understanding how to allocate the sale price of your business can significantly impact your financial outcome and ensure a smooth transition for all parties involved. At Transworld Business Advisors of Atlanta North, we are here to guide you through this intricate process, ensuring you maximize your return and minimize your tax liability.


What is Price Allocation?

Price allocation refers to the process of dividing the total sale price of your business into specific categories of assets. This allocation affects how much tax both the buyer and seller will owe post-transaction. The IRS requires this allocation to be reported on Form 8594, ensuring transparency and fairness in the process. Properly allocating the price can make a significant difference in the amount of money that ends up in your pocket after taxes.


Why is Price Allocation Important?

Tax Implications: Different types of assets are taxed differently. For example, tangible assets like equipment may be subject to capital gains tax, whereas intangible assets like goodwill could be taxed at different rates. Incorrectly allocating the sale price can lead to higher taxes or even penalties.

Buyer Considerations: Buyers also benefit from careful price allocation. They can depreciate certain assets faster, reducing their taxable income in the early years of owning the business. A mutually beneficial allocation can make your business more attractive to potential buyers.

Legal Compliance: Proper allocation ensures compliance with IRS regulations, avoiding potential audits and disputes that can arise from incorrectly reported sales.


Key Categories for Price Allocation

Tangible Assets: These include physical items such as equipment, furniture, inventory, and real estate. Tangible assets are usually easier to value because their market value can often be readily determined. 

Intangible Assets: Intangible assets are non-physical assets that add value to your business. This includes trademarks, patents, customer lists, and, importantly, goodwill. Goodwill represents the excess value of the business over and above the value of its identifiable assets. It's often the trickiest category to allocate but can be quite valuable.

Covenants Not to Compete: If you, as the seller, agree not to start a competing business within a certain period and geographic area, this agreement has value and should be allocated accordingly. 

Consulting Agreements: Sometimes, part of the sale agreement includes you staying on as a consultant for a certain period. This service has value and should be allocated as part of the sale.


Steps to Effective Price Allocation

Valuation of Assets: Begin by getting a thorough valuation of both tangible and intangible assets. This often requires professional appraisers who can provide an objective assessment of your business assets.

Negotiation with the Buyer: Work with the buyer to agree on the allocation. Since both parties will benefit from different allocations, it's essential to find a middle ground that is mutually beneficial and compliant with tax regulations.

Consult with Tax Professionals: Engage with accountants or tax advisors who specialize in business sales. They can provide insights into the tax implications of different allocations and ensure that the final allocation aligns with IRS guidelines.

Document Everything: Ensure that all allocations are clearly documented in the sale agreement. This documentation should be detailed enough to support the allocation if questioned by the IRS.



Selling a business is complex, and price allocation is crucial for a successful financial outcome. At Transworld Business Advisors of Atlanta North, we guide you through the sales process, ensuring maximum value and minimal tax liabilities.

By understanding and implementing effective price allocation, you can ensure that the sale of your business is not just a transaction, but a strategic financial success. Whether you're just starting or deep into the process, our experienced advisors are here to help. Let Transworld Business Advisors of Atlanta North be your trusted partner in this important endeavor.