I was reading your posting. I have the following situation. I am trying to find the actual law or revenue ruling to make sure that I am correct. Here is the issue. I own a franchise. It is a California LLC. I am the sole member. I have it taxed as an S-Corp. Now another franchisee wants to buy the business. I want the lowest tax rate on the sale. LLC's can do asset sales. Corporation can do stock sales (Entity Sales). Asset Sale is taxed at ordinary income. Entity sale is taxed at long term capitals gains, (Big Savings). But, what is the "rule" when an LLC that has been taxed as an S-Corp is sold? Entity, Asset, Combination of Both? I what the agreement with the correct words so I do not get taxed ordinary income taxes, but I just do not know if I can do it as an Entity because there is NO Stock. I would like accept an answer and any other references that I can read to make sure I understand my liabilities. Thanks in advance
