Too often state tax considerations are not on the radar when the sale of a business is being negotiated. This course will address the many state tax considerations that should be reviewed when a business is being sold, including characterization and apportionment of gain; sales tax occasional sale exemptions; bulk sale requirements; real property transfer taxes; and key contract provisions relating to tax representations, indemnification, and control of audits.
Publication Date: November 2022
Designed For
Too often state tax considerations are not on the radar when the sale of a business is being negotiated. This webinar will address the many state tax considerations that should be reviewed when a business is being sold, including characterization and apportionment of gain; sales tax occasional sale exemptions; bulk sale requirements; real property transfer taxes; and key contract provisions relating to tax representations, indemnification, and control of audits.
Topics Covered
- Characterization of the Sale
- Timing / Accrual Rules
- Apportionment of Proceeds
- Sales Tax Implications
- Bulk Sale Requirements
- Due Diligence
- General Contract Provisions
- Real Property Transfer Taxes
Learning Objectives
- Identify the state and local tax implications of business asset sales versus business stock and other intangible sales
- Describe how to properly apportion and allocate the gain from business sales
- Recognize sales and use tax reporting obligations related to the sale of a business
- Recognize how to manage due diligence processes and review contractual language related to business sale transactions
Level
Overview
Instructional Method
Self-Study
NASBA Field of Study
Taxes (2 hours)
Program Prerequisites
None
Advance Preparation
None
Instructors
Hodgson Russ LLP
Hodgson Russ has approximately 200 attorneys in offices in Albany, Buffalo, New York City, Rochester and Saratoga Springs, New York; Hackensack, New Jersey; Palm Beach, Florida, and Toronto, Canada.
We serve a wide range of clients, from multinational and privately held corporations to nonprofit organizations, governmental entities, and individuals. Our attorneys practice in every major area of law and use multidisciplinary work teams to serve the specific, often complex, needs of our clients.
K. Craig Reilly
Craig is a partner in the firm’s State & Local Tax Practice. Craig counsels businesses and individuals in a range of state and local tax issues, with a focus on New York State, New York City, New Jersey, and multistate tax issues.
Prior to joining Hodgson Russ, Craig was a judicial intern for the Honorable Jane A. Resanti of the U.S. Court of International Trade and an investigative analyst at the New York County District Attorney's Office.
Craig advises clients on all aspects of state and local tax from planning and compliance to controversy and litigation. He represents clients in disputes with the New York State Department of Taxation and Finance, New York City Department of Finance, and New Jersey Division of Taxation and is experienced in handling sales tax, corporate franchise tax, personal income tax, and residency audits.
Craig works closely with remote retailers and cloud-based software vendors on a variety of multistate tax compliance issues, including filing requirements, sales and use tax collection obligations, income allocation and apportionment, tax registrations, and applications for voluntary disclosure and other amnesty programs.
Open Weaver Banks
Open focuses her practice on State and Local Taxation. Her extensive experience includes representation of taxpayers in administrative and court appeals in New Jersey, New York and Illinois on a variety of complex issues, including apportionment of business income, combined reporting, constitutional nexus, the Internet Tax Freedom Act, nonresident and resident personal income taxation, sales and use taxation, and the imposition of various industry specific taxes, including telecommunications, utilities, and amusement taxes.
Open has represented both public and private companies engaged in a wide range of activities, including manufacturing, retail, telecommunications, banking, transportation, construction, sports, television and radio production, publishing, and insurance. She has also represented individuals challenging residency determinations and assessments arising from adjustments to income and credits. In addition to a wealth of experience at conducting discovery, witness selection and preparation, motion practice, brief writing, trials and appeals, Open is experienced and adept at identifying efficient and practical pre-decision settlement strategies to resolve tax controversies.
Open is a frequent author of articles on tax topics in State Tax Notes, Bloomberg Tax and Law360, and has spoken on state and local tax issues before such groups as the Tax Executives Institute, the American Bar Association, the Council on State Taxation, and the Georgetown University Law Center Advanced State and Local Tax Institute.
Prior to joining Hodgson Russ Open was counsel with a multistate tax practice located in New York City.
Katherine P. McDonald
Katherine is a State and Local Tax associate, focusing on state and local tax litigation and planning. She represents clients in a wide range of multistate tax issues, from planning and compliance to audit and litigation. Katherine also advises on issues concerning income, gross receipts, sales and use, and franchise taxes. In addition, she works with clients on tax planning, residency planning, and other administrative law matters.