An asset sale will likely result in a combination of gain taxed at both ordinary and capital gains rates, depending on the nature of the individual assets. The amount of tax that you will ultimately have to pay depends upon whether the money you make from the sale is taxed as ordinary income or capital gains.If you sold business-use property during the year, you had a gain or a loss on the sale. Complete and file Form 4797: Sale of Business Property. The target is deemed to have sold its assets, recognizing gain or loss that must be included in the selling group's consolidated federal return;. In an asset sale, the new owner purchases the business's physical assets. The seller retains all rights to the legal entity. The gain or loss on each asset is figured separately. The sale of capital assets results in capital gain or loss. Consulting with a tax expert can help you to flesh out a plan for how to avoid capital gains tax on a business sale, or at the very least minimize what you owe.