Answer : [b] goodwill
with an asset purchase, the most important tax saving opportunity revolves around how you invest/ allocate the total purchase price to specific assets that are acquired.
you have to allocate as much as price :
[a] to the higher taxed ordinary income, which can be converted in to cash, like; inventory and receivables
[b] to the intangible assets that can be amortized over 15 years, like: goodwill , softwares etc.
[c] to the equipments that can be depreciated quickly like; furnitures, machineries etc.
you have to allocate less prices on :
[a] the assets that must be depreciated over long periods
[b] the assets which cannot be depreciated like; land.
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