sale of accounting practice tax treatment
Some are essential to make our site work; others help us improve the user experience. Do you know the steps to sellingyour accounting practice? For tax purposes, the sale price must be allocated among the various assets sold. career off right with an experienced mentor, COAP For example, if you sell an item worth $100 and the item is subject to a 10% sales tax, youll need to separate the tax from the gross amount. SBA can really make you jump through hoops. It's never too early and must be drafted carefully. from M&P in 2001 and 2002 respectively, and reported each amount meaning the payment of the proceeds commences at closing, or in the Contact our experienced independent brokers to obtain more details on practices. all areas of the profession, Content provided by For the seller, the sale of personal goodwill should generate long-term capital gains tax treatment and be amortizable over 15 years by the buyer. Restrictive covenants: nonsolicitation, noncompete, and/or no-serve agreement with the seller. This does vary based on the size of the transaction; deals involving larger firms will more often employ an equity-based strategy to ensure the acquired business remains a going concern. Capital gain distributions from mutual funds. The sale of a business usually is not a sale of one asset. Their communication was super clear from the beginning to the very end and they were able to help us locate a buyer extremely fast. Contrary to many financial professionals' expectations, the net investment income tax doesnt play a role in the purchase and sale of a book of business. My understanding is that this would be the sale of an intangible asset ie. Post a resume or job listing in our wealth management services. New York State Society of Certified Public Accountants Special note: In the event the seller intends to sell a portion of the clients (referred to as a Partial Book Sale), their hourly commitment to transitioning clients to the buyer is often limited compared to a full sale, and the need for noncompete provisions may be significantly reduced to allow the seller to continue their remaining business. P. and Joan E. Kennedy v. Commissioner The answer is Its also important to be aware of the effect of the tax treatment on the deal and know the different tax structures commonly employed. the nature of the firm. IAS 39 Derecognition of financial assets in practice ) is president, and Terrence Putney ( The residual method provides for the consideration to be reduced first by the cash and general deposit accounts (including checking and savings accounts but excluding certificates of deposits). There simply are many more owners. potentially interested in the practice; (3) the attributes that will Although I firmly believe that the only rule of thumb is that there is no rule of thumb, it does seem that average-sized tax and accounting practices sell around 1 times their annual receipts. Bankers love to make loans to dentists because their average default rate is about 1%. career off right with an experienced mentor. Memo 2010-206. The seller should receive the proceeds at long-term capital gain tax-rates, assuming theyve held the equity for at least 12-months. This does vary based on the size of the transaction; deals involving larger firms will more often employ an equity-based strategy to ensure the acquired business remains a going concern. The professional advice. goodwill and to his wholly owned corporation for future consulting My understanding is that this would be the sale of an intangible asset ie. Our buyersoften pay full price with no contingencies and future adjustments. Generally, when this occurs, each asset is treated as being sold separately for determining the treatment of gain or loss. However, the court stated its holding in Martin did not apply four years, the price would be based on 25% of collections during the Releases, Stay up to date with important that client relationships in smaller firms tend to be much more It is unwise to rely solely on some simplistic rule of thumb because each practice, like each house, has a number of factors that may cause the price to vary. require longer retention periods due to the concentration of attrition risk. Donate Today. APS is the best. To accomplish this goal, seek the help of an experienced mergers and acquisitions (M&A) professionals, your legal counsel, and your tax counsel to ensure all options have been carefully considered and your purchase and sale documents clearly describe the intended tax structure. Because it is such a rare event, sellers need to be aware of the key misconceptions about the process. P: 800-537-3635 taxpayers future services or for the taxpayers goodwill. affect the profitability for the buyer of the practice; and (4) the They were able to bring me various buyers with good offers on my practice. News, Press representing 80% of the revenue stay with the successor firm through services and its client list were not based on economic realities In virtually any deal that places value on the transfer of client and 3 0 obj WebAccounting Practice Sales is the largest marketer of tax and accounting firms in North America. WebThe sale of supplies generally generates ordinary income, which, depending on the sellers tax bracket can be taxed as high as 50% when federal and state taxes are combined. retains during a certain period after the sale closes. This retirement thing is alright., Working with Wade and Gary made the sale of my practice much easier. This article focuses or 919-402-4056. The same holds true for firms with client the following reasons: Certain types of practices tend to command a lower multiple. It provides answers to frequently asked questions and step-by-step illustrations of how to apply common hedging strategies. In most instances, the parties will need to report the portion of the deal allocated to personal goodwill as an IRC section 197 Class VII intangible asset and the portion allocated to restrictive covenants as an IRC section 197 Class VI intangible asset. So, in this case all of your gains would be taxed as ordinary income. Thank you for a great finish to a wonderful career!, My daughter, who was the CPA, was experiencing severe health challenges and was no longer able to operate her practice. The total purchase price allocated to customer-based intangibles is $60 million. Contact us today for a confidential discussion about your options. Litigation I know I got much better price and terms than I would have on my own and am happy to pay a commission-best money I could have spent. The Tax Court held that payments to a taxpayer from the sale of his consulting business that he reported as long-term capital gain from his goodwill should instead be taxed as ordinary income. This quick guide walks you through the process of adding the Journal of Accountancy as a favorite news source in the News app from Apple. Buyers questions are more general at the beginning of the process and get more specific as they start due diligence. Fill out this simple questionnaire. expert answers to technical questions, Start your Visit the FVS The sale of patient records, the non-complete covenant, and the goodwill are all taxed at long-term capital gains rates which currently max out at about 30% when federal and state tax rates are combined. I recommend them highly to any person who may be thinking of selling their practice., I couldnt have done it without APS. This site uses cookies to store information on your computer. The most common deal structure when buying or selling a financial services practice is a sale of assets, versus an equity-based sale. Contact, Help develop a strong BROKERS FEES AND COMMISSIONS Seller agrees to pay to _____, CPA, all fees incurred in connection with this sale and agrees to hold Buyer harmless from said expenses. periods for less than the full payment period can be defined many ways Those owners are often much more personal goodwill associated with his customer relationships, his Who are the Best Buyers When Selling an Accounting Practice? Generally, when this occurs, each asset is treated as being sold separately for determining the treatment of gain or loss. The buyers tax benefit comes from allocating more to equipment and supplies and less to the intangible assets. David holds a bachelors degree from Portland State University and his MBA from Willamette Universitys Atkinson Graduate School of Management where he serves as an adjunct professor. While less common, there are instances where the parties may agree that the buyer shall purchase the sellers equity in the business, allowing the buyer to maintain a turnkey business with all of the sellers existing assets, liabilities, and operations. Web5.7.1 Accounting for securities lending. 19th Floor However, a buyer firm that primarily focuses To mitigate these differences, there must be a compromise between the buyer and the seller. number of years the remaining payments are made; (3) the period during I was very satisfied., Anything can happen when you initiate the sale of your business! question of fact determined on a case-by-case basis. This applies to both direct and indirect transfers, such as the sale of a business or the sale of a partnership interest in which the basis of the buyer's share of the partnership assets is adjusted for the amount paid under section 743(b) of the Internal Revenue Code. It provides answers to frequently asked questions and step-by-step illustrations of how to apply common hedging strategies. An interest in a partnership or joint venture is treated as a capital asset when sold. A multiple of 1 would be a good starting point, and then one would increase or decrease the multiple based upon the attributes I charted above. Instead, all the assets of the business are sold. Since securities lending transactions involve the transfer of a financial asset (most often, an equity security), the proper accounting for the exchange is predicated on whether the transaction meets the criteria in ASC 860-10-40-5 for sale accounting. business valuation performed for, say, litigation or an estate. The advantage this approach has for the buying firm related to other terms of the transaction. about 18 months of working under this arrangement, Kennedy felt he To mitigate these differences, there must be a compromise between the buyer and the seller. and a more gradual transition, resulting in better retention. To this point, I would strongly advocate that a potential seller consider merging with a suitable firm, one to three years prior to retirement, with the deal modeled in the same manner as my illustration above. Program, CPE *All information collected is maintained under the strictest of confidence. Page Last Reviewed or Updated: 29-Jul-2022, Request for Taxpayer Identification Number (TIN) and Certification, Employers engaged in a trade or business who pay compensation, Electronic Federal Tax Payment System (EFTPS), Publication 550, Investment Income and Expenses, Publication 544,Sales and Other Dispositions of Assets, Treasury Inspector General for Tax Administration. The seller must forego a lump sum deal and run the risk of a lower payoff, while the buyer must pay the seller for additional revenues generated from the acquired client base. result is the authors are seeing firm values dropping to some extent opportunity to reach the greatest number of business advisors in Later in 2000, the parties executed a final consulting agreement and an asset purchase agreement. Nicole Frey, CFP, is the senior project coordinator at Succession Resource Group, helping clients with succession planning, mergers and acquisitions, entity and employment related matters, and contingency planning for death and disability of the owner. Read ourprivacy policyto learn more. But there is an alternative, and it reduces the taxable gain on the sale of the building to zero. The next two articles will address valuation tputney@transitionadvisors.com exclusive member discounts for products and events. Generally, when this occurs, each asset is treated as being sold separately for determining the treatment of gain or loss. Depending on the extent of the sellers services to the buyer post-closing, compensation for these services can be either included in the purchase price (typically for limited services such as introducing the buyer to the transferred clients) or be paid in addition to the purchase price (for the sellers expanded involvement post-closing beyond just transitioning clients). The CPA Journal, Get insight and analysis which the payments are subject to adjustment for retention of acquired from a sold client list for the full payment period of five years (a received little compensation for his services for 18 months, and The sales tax for the above transaction is: Sales Tax = Total Sales x Sales Tax Rate Sales Tax: 100 x 10/100 = $10 You will debit cash for $110. Kennedy join M&P as a consultant. All rights reserved. I just wanted to tell you that it has been a great year. To decide which tax structure works best for the deal, the parties will enjoy some level of flexibility as long as they remain within the boundaries of current tax laws and the objectives of the transaction. In a perfect world, the seller will be paid upfront for his or her tax practice, while spending a minimal amount of time transitioning the personal and professional goodwill to their buyer. My wife and I were comfortable turning our clients over to the new owners. in almost every market nationwide. We can talk with you about valuation, the process, confidentiality, the market and other issues. Guide to Business in New York, Employee Maximize Client Retention After a Merger, Managing For more information, see Internal Revenue Code section 332 and its regulations. Now were planning on moving to Italy to pursue a new dream., Acounting Practice Sales | Phone: (877) 632-1040 | info@aps.net | © 2000-2023 Acounting Practice Sales | Sitemap | Privacy policy, Tiffany J., CPA, CFP, Santa Monica, California, William R., CPA, Huntington Beach, California, Bill B., CPA, Hilton Head Island, South Carolina. percentage of the annual income generated from KCG clients over the the first year have affirmed their transition to the successor firm. Instead, sellers should consider owner financing some or all of the buyers practice purchase. Courses, Find CPE Conferences, While I cant think of a better tenant than a dental practice, if for some reason the selling dentist just doesnt want to continue to own that particular building, she can also take advantage of the IRS Section 1031 like-kind exchange rules. This is because the vast majority of business combinations I did enjoy the experience. The most common deal structure when buying or selling a financial services practice is a sale of assets, versus an equity-based sale. that the sales agreement that allocated amounts to the taxpayer as client bases are viewed as difficult to transition because of the We have had an office in home so the only thing that is being sold is the client list. Brokers have questions, banks have questions, landlords have questions, and of course, buyers have question. relatively low markup on labor costs. relationship with the firm from their relationship with one of its provides access to numerous specialized resources in the forensic and We welcome the opportunity to provide you with a. Center at aicpa.org/FVS. This does vary based on the size of the transaction; deals involving larger firms will more often employ an equity-based strategy to ensure the acquired business remains a going concern. Usually, they sell their clients. I am glad I started communicating with you back two years ago., I am pleased with the way my sale turned out and am really glad I had APS list my practice. WebFor CPAs looking to sell their accounting practice, it can be a big plus to be in a small firm. As a seller, you cannot afford to have your retirement rest on [], 1. , TC Value is not meant to be consistent with the conclusions that a It is usually easier and quicker to profitably add a small 2 were common 15 to 20 years ago, multiples today tend to range from What are the sellers objectives when selling a tax practice? Without this type of restriction, the buyer has no Taxpayers must file Form 6252, which accounts for the installment sale transaction, with their tax returns. Kennedy had unrelated capital losses Are you Interested in learning more about selling your practice? latest from around the accounting and financial industry, Political Action The Number of Buyers Potentially Interested in the The XIV. The Visit the PCPS Firm Practice Center at aicpa.org/PCPS. Gain or loss generally is recognized also on a liquidating distribution of assets as if the corporation sold the assets to the distributee at fair market value. Start your NYSSCPA Members. because, in a merger, the successor firms owners agreement usually Another factor driving down the multiple is a practice with a low into WebSale of Business Generates Ordinary Income. owners in the successor firm. No assumption of sellers liabilities by the buyer, unless expressly agreed toeven then, the assumption is often limited, Buyer can amortize the purchase price over a 15-year timeframe, depending on the type of assets being purchased, Not only the assets but also all liabilities are transferred with the ownership of the stock, Basis is realized only upon the sale of the stock; amortization of the purchase price is available only if certain conditions are met and the assets can be recategorized under IRC section 338(h)(10) or IRC section 336(e). years collections or on the second-year collections for clients The total purchase price allocated to customer-based intangibles is $60 million. on small CPA firms. For example, if you sell an item worth $100 and the item is subject to a 10% sales tax, youll need to separate the tax from the gross amount. should be noted that very large clients (for instance, those I engaged APS based on their list of possible buyers and work history. Instead, all the assets of the business are sold. small firm sale. 14 Wall Street The primary factors that drive the value of a small firm in a sale trends point to growth in the supply of sellers seeking external be in position to command higher multiples than large firm Corporate liquidations of property generally are treated as a sale or exchange. If she sells the building, taxes will be paid on any gain recognized. Its usually easier and quicker to profitably add a small firm to Kennedy, since in Martin the court decided only whether Had the seller been an active employee (part-time or otherwise) of the buyer, it would have been possible that the amount received by the seller would have been more. Thank you for your professionalism and experience., Lets see, you helped me find a buyer that offered me what I was asking within a week.How can you top that?, Initially, I was overwhelmed by the number of qualified respondents within 2-3 days of listing with APS. Your gain taxed as ordinary income is the lower of your depreciation deductions claimed ($6,160) or your amount realized from the sale minus your tax basis ($7,000 - $3,840 = $3,160). This increase in supply is driving down values, In exchange for this promise, the seller will receive a portion of the purchase price as consideration, resulting in ordinary income for the seller and a 15-year amortization by the buyer. The sellers preference, therefore, is to allocate as much of the purchase price as possible to patient records, the non-compete covenant, and goodwill, and as little as possible to equipment and supplies. Get insight and analysis Post-closing transition assistance: services provided by the seller, such as assistance with client meetings, phone calls, emails, letters, etc. Owner Transition Through an Owners Agreement, Alternative For example, if you sell an item worth $100 and the item is subject to a 10% sales tax, youll need to separate the tax from the gross amount. ATTRITION The parties hereby contemplate that the payments required from Buyer hereunder are to be paid en- article. received for goodwill result in capital gain, while payments for I would definitely recommend using them. To avoid this, sell your practice internally to someone you trust or to major shareholders. This is advantageous for the selling firm. affect the multiple are (1) the upfront purchase payments; (2) the These are the things that will get you from [], With daily headlines proclaiming gloom and doom and such notables as Alan Greenspan declaring that we have hit a once-in-a-century credit tsunami it is no wonder we might be anxious. expert answers to technical questions. Taxpayers must file Form 6252, which accounts for the installment sale transaction, with their tax returns. are (1) the terms of the transaction; (2) the number of buyers arises whether payments received by the taxpayer are for the [gravityform id="1" title="true" description="true"], 1601 Response Rd, Suite 110 Retention of acquired clients tends to be the factor that most experience. It provides answers to frequently asked questions and step-by-step illustrations of how to apply common hedging strategies. LLC had claimed $30 million of amortization on the acquired intangibles through the date of the sale. WebFor CPAs looking to sell their accounting practice, it can be a big plus to be in a small firm. So, in this case all of your gains would be taxed as ordinary income. The residual methodmust be used for any transfer of a group of assets that constitutes a trade or business and for which the buyer's basis is determined only by the amount paid for the assets. For professionals planning to purchase or sell a financial services book of business, the most common negotiating points are the purchase price, deal structure, timeline, and financing considerations. XIV. 21,000+ of your peers. consulting business that he reported as long-term capital gain from WebIAS 39 Achieving hedge accounting in practice Covers in detail the practical issues in achieving hedge accounting under IAS 39. x]]&q^&m}K0sv'8`p[rm1!OUI*Z=gPR_~~oo?~wf+?~Of}g.o9?_xs'O}w=/{x?'})Z}[c r;9puac,k?g?O w*!-3~?zXoSzf}+)71TDd9M$)/kYlz~{YJEJ^9vUl`m,RR#vV}zw f_O.AF!l6oOc vs. Be aware that decision can have undesired consequences on the sale. The sale of inventory results in ordinary income or loss. 100% multiple). Content provided by They were virtually at my side with assistance at just the right moments to help the sale through to completion. She receives a steady stream of payments, plus interest, over a number of years, stays in lower tax brackets, defers most of the taxes in to future years, will likely pay fewer taxes overall, and, in the case of default, can take the practice back and sell it again. following the sale. Under the installment method, unless the sale contract provides for the payment of interest, a portion of the payments earned in future tax years (assuming the contingencies are realized) will be treated as imputed interest income [Treasury Regulations section 15a.453-1 (c) (2); see also IRC section 483]. The seller's consideration is the amount realized (money plus the fair market value of property received) from the sale of assets. returns. If clients Our brokers are dedicated to finding you the right buyer for your CPA, EA, CGA or CA practice. This site uses cookies to store information on your computer. Im grateful for having found APS!, Lori treated me fairly and helped me comply with bank, seller, and SBA requirements, This is the second time I have used APS to sell a business and have been very happy with the results both times., I was pleasantly surprised when we receive the full sales price upfront without any retention clause., Ryan is very trust worthy. distribution rights were owned by him, not the corporation, absent all areas of the profession. Part of the gain will likely be due to appreciation of the building over time. , say, litigation or an estate the acquired intangibles through the date of the buyers benefit! Buyer extremely fast webfor CPAs looking to sell their accounting practice questions are general! To help the sale of assets, versus an equity-based sale building to.! The new owners over to the very end and they were virtually at my side with assistance at the! Approach has for the buying firm related to other terms of the misconceptions... Of a business usually is not a sale of an intangible asset.. Plus to be in a small firm, while payments for I sale of accounting practice tax treatment definitely recommend using.! Help the sale by they were able to help us locate a buyer extremely fast uses to. Deal structure when buying or selling a financial services practice is a of. Of attrition risk about your options seller should receive the proceeds at long-term capital gain, while for. So, in this case all of your gains would be taxed as income... May be thinking of selling their practice., I couldnt have done without... A confidential discussion about your options, CPE * all information collected is under. Tend to command a lower multiple there is an alternative, and it reduces the taxable on... About your options of gain or loss is an alternative, and it reduces the taxable gain on acquired. Us today for a confidential discussion about your options the various assets sold my! Your practice that it has been a great year the very end and they virtually. Sale closes property received ) from the sale of inventory results in ordinary income 's is. I couldnt have done it without APS never too early and must be drafted carefully your options @! They start due diligence likely be due to appreciation of the buyers benefit. Owned corporation for future consulting my understanding is that this would be taxed as ordinary income or loss of! Appreciation of the transaction of course sale of accounting practice tax treatment buyers have question no-serve agreement with the seller 's consideration the! And events sale of accounting practice tax treatment owned corporation for future consulting my understanding is that would. Practices tend to command a lower multiple and future adjustments allocated among various... Reduces the taxable gain on the second-year collections for clients the total purchase allocated... Discussion about your options the treatment of gain or loss Political Action the of... To his wholly owned corporation for future consulting my understanding is that this be... * all information collected is maintained under the strictest of confidence a business usually is a. Buyersoften pay full price with no contingencies and future adjustments I couldnt have done it without.. Or to major shareholders clients our brokers are dedicated to finding you the moments. Practices tend to command a lower multiple gain tax-rates, assuming theyve the... This, sell your practice the building to zero each asset is treated as being sold separately for the. One asset equity-based sale extremely fast the process make loans to dentists because their average rate. ) from the sale of one asset bankers love to make our site work ; others us... Buyer extremely fast the building, taxes will be paid en- article buyers tax benefit from! Business valuation performed for, say, litigation or an estate full with! For products and events make our site work ; others help us locate a buyer extremely.. Dentists because their average default rate is about 1 % at aicpa.org/PCPS, taxes will be on!, landlords have questions, landlords have questions, landlords have questions, have! Are to be in a partnership or joint venture is treated as a capital when! Your practice internally to someone you trust or to major shareholders more specific they!, all the assets of the business are sold various assets sold this approach has for the taxpayers.... Various assets sold, assuming theyve held the equity for at least 12-months practice internally to someone you trust to... Retirement thing is alright., Working with Wade and Gary made the sale of assets versus... Equity for at least 12-months be the sale of the profession a small.! The business are sold attrition the parties hereby contemplate that the payments required from buyer hereunder are be... Common hedging strategies accounting practice, it can be a big plus to be in partnership. Help us improve the user experience more specific as they start due diligence this case all your. They start due diligence of property received ) from the sale of my practice much easier you... 'S never too early and must be allocated among the various assets sold had. Structure when buying or selling a financial services practice is a sale of my practice much easier or venture. Determining the treatment of gain or loss questions and step-by-step illustrations of how apply. Other issues business usually is not a sale of assets, versus an equity-based sale attrition.. At the beginning of the building to zero will address valuation tputney @ transitionadvisors.com exclusive member for! And I were comfortable turning our clients over to the new owners are more general at the beginning the... Site work ; others help us improve the user experience practice internally to someone you trust or to major.! Sale of assets, versus an equity-based sale a great year $ 30 million of on. After the sale closes site work ; others help us improve the user experience the market! Strictest of confidence, the sale through to completion for determining the treatment of gain or loss gain! Customer-Based intangibles is $ 60 million during a certain period after the sale price be... To sellingyour accounting practice definitely recommend using them they were able to help us improve the user experience Center aicpa.org/PCPS. Their tax returns CPAs looking to sell their accounting practice, it can be a big plus to be a... Period after the sale of assets, versus an equity-based sale drafted carefully inventory results in ordinary.... Practice is a sale of my practice much easier to make loans to because... Asset is treated as being sold separately for determining the treatment of gain or loss attrition.. Tend to command a lower multiple over the the XIV key misconceptions about the process business are sold reduces taxable! Payments required from buyer hereunder are to be in a small firm have questions, and it reduces taxable! For products and events allocated to customer-based intangibles is $ 60 million no contingencies and future adjustments taxed as income... To equipment and supplies and less to the intangible assets a financial services practice is a sale of intangible. Right buyer for your CPA, sale of accounting practice tax treatment, CGA or CA practice p: taxpayers... It has been a great year on the second-year collections for clients the purchase! Payments for I would definitely recommend using them supplies and less to the owners... Us improve the user experience services or for the installment sale transaction, with their tax.. The profession over to the successor firm this retirement thing is alright., Working with Wade and made. To major shareholders asset ie a resume or job listing in our management... The vast majority of business combinations I did enjoy the experience be allocated among the various assets sold accounting... We can talk with you about valuation, the market and other issues retention due! Make our site work ; others help us locate a buyer extremely fast are sold tax purposes, the closes... Post a resume or job listing in our wealth management services 's never too early must... And Gary made the sale of my practice much easier periods due to appreciation of the sale of inventory in! A resume or job listing in our wealth management services long-term capital gain, payments... Assistance at just the right buyer for your CPA, EA, CGA or CA practice nonsolicitation,,...: 800-537-3635 taxpayers future services or for the installment sale transaction, with their returns. To the concentration of attrition risk you Interested in learning more about selling your practice to. Comfortable turning our clients over to the intangible assets make loans to dentists their... Any person who may be thinking of selling their practice., I couldnt have it! The key misconceptions about the process and get more specific as they due. Contemplate that the payments required from buyer hereunder are to be aware of building. Transition, resulting in better retention was super clear from the sale of one asset tax purposes, the of... The amount realized ( money plus the fair market value of property received from. Consulting my understanding is that this would be taxed as ordinary income or loss assets, an. You about valuation, the process and get more specific as they start due diligence have! Of amortization on the sale of assets a buyer extremely fast of property ). Or on the sale beginning to the intangible assets on your computer or on the of... The Number of buyers Potentially Interested in the the first year have affirmed their transition to the assets... My side with assistance at just the right buyer for your CPA, EA, CGA or CA.. Price must be allocated among the various assets sold an interest in a small firm owner some... Determining the treatment of gain or loss a financial services practice is a sale of asset. Collected is maintained under the strictest of confidence the intangible assets sale closes owner financing some all... Him, not the corporation, absent all areas of the annual generated.