I sold our book of business (bookkeeping) in 2016 (C corp is continuing under a non-compete) and started to received $ plus interest for 10 years.

[johnsimon4]

I sold our book of business (bookkeeping) in 2016 (C corp is continuing under a non-compete) and started to received $ plus interest for 10 years. Do I enter this as goodwill under an installment sale? Don't have an asset in service for goodwill in prior years. Do I create a new (goodwill) asset with basis of $0? We started our business ourselves and didn't purchase it from a prior owner.

[TomYoung]

I don't see much point in recording a $0 asset.  It doesn't "record" the sale, it doesn't affect your net worth, and 10 years from now you'll just reverse the entry.  As you receive your payments you'll recognize, for tax purposes, income appropriately.

[johnsimon4]

Thanks, Tom. I did sell "the business". What is it I sold and how to report? I'm consulting now for the new owner (hence the ongoing nature of the corp) among other services for income but am also receiving the monthly payment plus interest for the sale. Thanks again.

[TomYoung]

As you receive payments you'll record an interest element and a "sale of book of business" income.  Whether the latter is capital or ordinary in nature I don't know off the top of my head.  Your consulting income should be ordinary in nature, I'd think.  

This really is a subject I don't know much about, I guess I just didn't see any clear benefit for the recording of a $0 intangible asset.

[johnsimon4]

Thanks Tom. That all makes sense. I think I'll wait for any other drive-by's that happen along.

[Carl]

Since this is a C-Corp, as opposed to an S-Corp, you may want to seek the advice of a tax pro in your local area. Laws governing C-Corps differ state to state, and the last thing you need is for something to come back and bite you 3-5 years down the road. All the fines and penalties can quite easily wipe out any gains you may incur on the sale of the business. Also, fines and penalties for a C-Corp are extremely high, and you don't want to find out just how high, the hard way. It makes the cost of a tax pro seem like a pittance in comparison.

[johnsimon4]

Thanks Carl. If you or anyone else has any clarifying questions to help with an answer, please feel free to ask.

[Rick19744 · Accepted solution]

What I am gathering from your facts are the following:

1. You have a business organized as a C corporation which files a form 1120
2. The C corporation had a line of business which consisted of a bookkeeping business
3. The C corporation sold this line of business
4. The C corporation is continuing on in existence
5. If the above is accurate you have the following:
1. The buyer and seller must complete a form 8594 for the sale of the "assets".  This form must be attached to the C corporation tax return.  The IRS will also compare this to the buyer's return so you need to make sure this form is completed together and both parties are reporting the same amounts in each asset class.
2. This form will provide guidance on how to allocate the sales proceeds to the various classes of property on the form.  I would assume most of your purchase price would be allocated to classes VI and VII which are Section 197 assets.
3. The gain for the C corporation would be the sales price less your basis in the assets sold; which in this case I assume is "0" or close to it depending if any other tangible property was sold as well
4. The C corporation would also need to complete form 6252 to report the initial sale and the subsequent payments received
5. The interest received would just be recorded as interest income the same as would bank interest income

This can be a fairly complicated area and highly scrutinized by the IRS.  Depending on the $$ involved you may want to consult with a tax professional.

[johnsimon4]

Thanks Rick. That makes sense. All of your assumptions were correct. Apparently, we have to get with the buyer to make sure we're on the same page. When we file the F6252, since we never depreciated a goodwill asset, we would create it in TT with a $0 basis?

[Rick19744]

If all you sold was "goodwill" or a "customer list", both of which would have a zero basis, you just don't reflect any depreciation on the form 6252.  No need to create an asset for this.  Just show "0" depreciation taken if asked during the interview process.  If the interview process has an option, show the "asset" as an intangible.

[Carl]

For good will, you have to select the option to enter the asset manually. Then (and only then from what I see) can you select things such as intangible, and if I recall I do believe that goodwill is listed as an example of an intangible.