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If youare organized as a C corporation, you will want to structure the sale as a sale of stock (not assets) to ensure that you have only one level of tax at capital gains rates. If you have qualified small business stock, you may be able to avoid or defer the gain altogether. If you are an S corporation, LLC or sole proprietorship, your main issue will be allocating consideration to goodwill and other capital assets to maximize the lower taxed capital gains portion of the deal. Finally, if you are exiting in a stock for stock transaction or some types of mergers, you may be able to avoid tax on the non cash consideration. This is complex so make sure you get tax (not just legal) advice.