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A number of things going on and not sure of all the facts:

  • Is the C corp liquidating?
  • If "yes", then I am going to recommend you have a one on one with a tax professional; there will most likely be tax consequences you are not expecting.
  • If "no", then you have the following:
    • You need to complete a form 6252 and file it with your return
    • This form will compute the amount of gain to report each year
    • If the Goodwill amount (purchase price) is adjusted, then you will file a revised form 6252
  • Entry for the installment sale
    • Dr. Note Receivable
    • Cr. Deferred Gain (liability account)
  • Entry for payment on installment note
    • Dr. Cash
    • Cr. Note Receivable
    • Dr. Deferred Gain (liability account)
    • Cr. Gain (once again, this amount should agree to what is reported on form 6252)
  • Unless you sold purchased Goodwill, your basis in this is zero, so all cash received will be gain
*A reminder that posts in a forum such as this do not constitute tax advice.
Also keep in mind the date of replies, as tax law changes.