How Is the Sale of an LLC Taxed?

Tax Treatment of Single-Member LLC Sale

The sale of a single-member LLC is typically handled as an asset sale. Defer taxes by purchasing qualified small business stock. Qualified small businesses are domestic C corporations with less than $50 million in assets. Some members might pay capital gains taxes.

Tax Implications of LLC Unit Sale

Sales of these entities can be structured as a sale of assets or as a stock sale, treated and taxed as an asset sale. Tax rates depend on the allocation of the purchase price.

Treatment of Equity Sale vs. Asset Sale

In some cases, a sale can be treated as an equity sale for legal purposes while being treated as an asset sale for federal income tax purposes.


  • LLCs can elect S corporation taxation for certain benefits.
  • LLCs selling personal property at retail must collect and remit sales tax.
  • Multi-member LLCs are pass-through entities taxed based on ownership stake.
  • Taxes for single-member LLCs are filed on Form 1040, Schedule C.
  • Single and multi-member LLCs are pass-through entities with individual tax rates.
  • Sellers prefer entity sales as they transfer liabilities to new owners.
  • Selling a sole proprietorship is a sale of assets with varied tax rates.
  • Asset sale in business transfers ownership but retains legal ownership.
  • Asset sale benefits from structuring transition for tax benefits.

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