Difference Between Asset Sale And Stock Sale For Tax Purposes In Philadelphia
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The Capital Stock/Foreign Franchise tax has been eliminated for tax years beginning January 1, 2016 and after.
Unlike the federal government, Pennsylvania makes no distinction between short-term and long-term capital gains – or even between capital gains and ordinary income. Instead, it taxes all capital gains as ordinary income, using the same rates and brackets as the regular state income tax.
In an asset sale, the ownership of these acquired assets would change hands, with the buyer negotiating separately for each asset. In a stock sale, ownership of such assets does not change hands in the same way. The target still retains its ownership typically, even if the target has a new owner.
Common exemptions from Pennsylvania sales and use tax include: Groceries, Prescription medicines and medical supplies. Coal. Newspapers. Caskets, burial vaults, and grave markers. Many items used in farming or manufacturing, especially the Dairying, Mining, Printing, Timbering, and Processing industries.
In a share deal, the buyer acquires a separate legal entity, while under an asset deal the assets and liabilities acquired can be transferred directly into the purchasing legal entity. However, it is often useful to establish a separate legal entity that takes over the business that was acquired via the asset deal.
In an asset sale, the ownership of these acquired assets would change hands, with the buyer negotiating separately for each asset. In a stock sale, ownership of such assets does not change hands in the same way. The target still retains its ownership typically, even if the target has a new owner.
