State Tax Considerations for Business Sales and Commercial Real Estate Transactions
Author: Debra Silverman Herman, Elizabeth Pascal, Hodgson Russ LLP, Open Weaver Banks
| CPE Credit: |
2 hours for CPAs |
Too often state and local tax considerations are not on the radar when the sale of a business is being negotiated. This course will address the many state and local tax considerations that should be reviewed when a business is being sold, including tax characterization of the sale, and how the seller’s gain should be apportioned among states. The presenters, state tax attorneys from Hodgson Russ LLP, will also focus on issues such as sales tax occasional sale exemptions and bulk sale requirements that come into play in connection with the disposition of a business. This course will also consider key contract provisions for sellers relating to post-sale audits of pre-sale tax years.
During this two-hour CPE course, the presenters will also discuss issues specific to transactions involving commercial real estate, including real estate transfer tax issues and filing obligations. As a separate issue, the course will also delve into the implications of entering into a like-kind exchange with respect to the sale of real property.
Publication Date: March 2026
Designed For
All CPAs, enrolled agents, tax return preparers, tax attorneys, corporate attorneys, and other practitioners who advise on multistate tax issues will benefit from this insightful webinar.
Topics Covered
- Characterization of business asset and stock sales
- Apportionment of proceeds
- Additional state and local tax considerations (e.g. sales tax, transfer tax)
- State recognition of federal like-kind exchange rules
Learning Objectives
- Identify the state and local tax implications of business asset sales, stock or other intangible sales, and commercial real estate transactions
- Explain apportionment and allocation rules for gains from the sale of a business or commercial real estate
- Recognize sales and use tax and real estate transfer tax reporting obligations as well as potential withholding considerations
- Explain key contract provisions relating to post-sale state audits
- Identify the benefits and risks of I.R.C. § 1031 in commercial real estate transactions
Level
Basic
Instructional Method
Self-Study
NASBA Field of Study
Taxes (2 hours)
Program Prerequisites
None
Advance Preparation
None
