How is Goodwill Taxed When Selling a Business?

Team Acquira
-  April 12, 2024
What You’ll Learn
  • How goodwill taxation impacts your tax position during a business sale.

  • What different types of goodwill is important in a business acquisition.
  • How the taxation process for goodwill is implemented.
  • Why various factors influence the taxation of goodwill.
  • What strategies are viable for optimizing goodwill taxation.

When navigating the sale of a business, there are many factors to consider, but one crucial, often overlooked, aspect is the taxation of goodwill. 

Goodwill refers to a business’s reputation, brand, and customer relationships, and it plays a pivotal role in determining the overall value of a company. 

Business owners need to clearly understand how goodwill is taxed to optimize their tax position during a sale. This requires careful planning, distinguishing between personal and enterprise goodwill, and strategically allocating purchase prices. 

It’s important for business owners to thoroughly understand the nuances of goodwill taxation and to plan meticulously, as well as to leverage professional expertise to enhance the success of their business sales.

Goodwill refers to a business’s reputation, brand, and customer relationships, and it plays a pivotal role in determining the overall value of a company.

What is Goodwill?

goodwill tax treatment

Goodwill in a business refers to the intangible asset that represents the value of a company’s reputation, customer relationships, brand, and other non-physical attributes that contribute to its overall worth. It is considered an intangible asset because it cannot be easily quantified or physically measured. Instead, goodwill is often derived from factors such as customer loyalty, brand recognition, a positive business image, and the overall perception of the company within its market.

Types of Goodwill

Personal and enterprise goodwill are two distinct concepts that play a significant role in a business sale. Understanding their differences is crucial for buyers and sellers in negotiations.

Personal Goodwill

Personal goodwill refers to the intangible value associated with an individual’s skills, relationships, and reputation within the business. It is closely tied to specific individuals, often the owner or key executives, and is not easily transferable to a new owner.

Personal goodwill is typically not included in the sale of a business unless specifically negotiated. If a business sale agreement does not address personal goodwill, the selling party might retain it, and the buyer would need to rebuild those relationships or skills.

Enterprise Goodwill

On the other hand, enterprise goodwill is the intangible value inherent in the business itself, independent of any particular individual. It includes factors such as brand reputation, customer relationships, and overall business processes that contribute to the company’s value as a whole.

Enterprise goodwill is a key component of the business sale. 

When a buyer purchases a business, they acquire tangible assets and the intangible assets associated with the enterprise. This type of goodwill is transferable and continues to exist even if key individuals leave the company.

Significance in a Business Sale Process

Understanding the distinction between personal and enterprise goodwill is critical during negotiations. Sellers may want to retain personal goodwill, especially if they plan to start a new venture or consult in the same industry after the sale.

The allocation of goodwill between personal and enterprise aspects affects the overall valuation of the business. 

Buyers may be willing to pay a premium for strong enterprise goodwill, but they may be less willing to pay for personal goodwill that is not easily transferable.

The presence of significant personal goodwill can pose a risk to the buyer in terms of client retention and business continuity. If customers are strongly tied to the seller personally, the buyer may need to take additional steps to ensure a smooth transition and maintain client relationships.

How is Goodwill Taxed?

The taxation of goodwill can vary depending on the jurisdiction and the specific circumstances surrounding its creation or acquisition. Here are some general points to consider:

Capital Gains Tax

When a business is sold, and goodwill is included in the sale, the gain from the sale of goodwill may be subject to capital gains tax. The tax treatment of capital gains can vary, and there may be provisions for reducing the taxable amount, especially if the sale involves certain qualifying conditions or is structured in a particular way.

Amortization (Tax Deductions)

In some jurisdictions, goodwill may be amortized over a specific period for tax purposes. Amortization is the gradual write-off of the goodwill’s value over time. The amortization period can vary, and tax authorities often prescribe rules for calculating the allowable annual deduction.

Impairment Deductions

If the value of goodwill becomes impaired (i.e., its fair market value drops below its carrying amount), the business may be allowed to take a deduction for the impairment loss. This deduction reflects the reduction in the value of the goodwill and can be used to offset taxable income.

No Amortization or Deduction

In some jurisdictions, goodwill may not be eligible for amortization or impairment deductions. Instead, the business may need to carry goodwill on its books at its original value without the ability to write off any portion for tax purposes.

Section 197 Intangibles (U.S.)

In the United States, Section 197 of the Internal Revenue Code deals specifically with the amortization of intangible assets, including goodwill, acquired in connection with the acquisition of a business. Generally, goodwill is amortized over a 15-year period for tax purposes.

Factors Affecting Goodwill Taxation

Goodwill taxation is influenced by several factors, such as jurisdiction, business nature, and specific circumstances. Key factors affecting the taxation of goodwill include:

  1. Nature of Goodwill: Characterizing goodwill, whether personal or enterprise goodwill, can impact its taxation. Personal goodwill, tied to specific individuals, may have different tax implications compared to enterprise goodwill, which is inherent in the business itself.
  2. Method of Acquisition: The method by which goodwill is acquired can affect its tax treatment. For example, if goodwill is purchased as part of acquiring another business, the tax treatment may differ from the creation of goodwill through organic business growth.
  3. Business Structure: The legal structure of the business, whether it’s a sole proprietorship, partnership, corporation, or other forms, can influence the taxation of goodwill. Different structures may have varying rules and rates for capital gains tax or other applicable taxes.
  4. Sale of Business: When a business is sold, the tax treatment of goodwill is a crucial consideration. The allocation of the sale price among various assets, including goodwill, can impact the capital gains tax liability for the seller.
  5. Jurisdictional Regulations: Tax laws and regulations vary significantly from one jurisdiction to another. Each country may have its own rules regarding the taxation of goodwill, including whether it can be amortized, how it is treated in a business sale, and the applicable tax rates.
  6. Changes in Tax Legislation: Tax laws are subject to change, and amendments to legislation can impact the taxation of goodwill. Businesses need to stay informed about updates to tax codes that may affect how goodwill is treated for tax purposes.
  7. Tax Planning and Strategies: The approach taken by businesses in tax planning and strategies can influence the taxation of goodwill. Proper planning, including structuring the sale of a business in a tax-efficient manner, may help mitigate tax liabilities.

Strategies to Optimize Goodwill Taxation

When selling a business, careful planning is essential to optimize tax consequences when dealing with goodwill. Below are some tips to minimize tax liabilities and enhance the overall tax efficiency of the transaction:

  • Understand Jurisdictional Tax Laws: Familiarize yourself with the tax laws and regulations in the jurisdiction where the business is located. Tax treatment of goodwill can vary significantly, and understanding the specific rules will help you plan accordingly.
  • Allocate Purchase Price Wisely: Work with a tax professional to strategically allocate the purchase price among various assets, including tangible and intangible assets. This allocation can affect the amount subject to capital gains tax and may provide opportunities to optimize tax consequences.
  • Consider Seller Financing: Structuring the deal with seller financing may allow you to spread the gain over several years, potentially reducing the immediate tax impact. However, this strategy comes with its own risks, and it’s essential to assess the financial stability of the buyer.
  • Utilize Like-Kind Exchanges: In the United States, consider a like-kind exchange under Section 1031 of the Internal Revenue Code. This allows the deferral of capital gains tax if the proceeds from the sale are reinvested in similar qualifying property.
  • Negotiate Earnouts: Consider negotiating earnout arrangements, where a portion of the sale price is contingent on the business achieving certain performance targets. This can potentially defer tax on the contingent payments until they are received.
  • Plan for Succession: If applicable, plan for the succession of the business well in advance. This can involve grooming and transferring key employees or family members to ensure continuity and potentially qualify for certain tax benefits.

Importance of Professional Advice

taxation of goodwill

When selling a business with substantial goodwill, seeking professional advice from tax experts, accountants, and attorneys is crucial. The complexity of tax implications, the need to optimize tax efficiency, legal compliance, and structuring the deal require the expertise of professionals. 

These professionals play a vital role in risk mitigation, business valuation, understanding jurisdiction-specific rules, preparing documentation, and supporting negotiations. Additionally, professionals assist in post-sale planning, ensuring a comprehensive approach to the transaction and helping achieve the best possible outcome. Their guidance is essential in navigating the intricacies of selling a business with significant goodwill.


1. Is Negative Goodwill Taxable?

Negative goodwill, or a bargain purchase gain, can have tax implications. Generally, it is considered taxable income for the entity that acquires the business with negative goodwill. The gain is recognized as income in the acquisition period and may be subject to ordinary income tax rates. However, the specific tax treatment can vary by jurisdiction, and consulting with tax professionals is essential to ensure accurate and compliant reporting.

2. What Are The Benefits of Goodwill in a Business?

The benefits of goodwill in a business include enhanced brand reputation, customer loyalty, and a positive business image. Goodwill can contribute to increased customer retention, competitive advantage, and higher perceived value, leading to potential revenue growth. It also plays a crucial role in business valuation and can be a valuable intangible asset when selling or acquiring a business.

3. Is Goodwill an Asset or Liabilities?

Goodwill is classified as an intangible asset on a company’s balance sheet. It represents the excess of the purchase price in an acquisition over the fair value of identifiable tangible and intangible assets acquired, indicating the value of a business’s reputation, brand, and customer relationships.

4. Does Goodwill Depreciate?

Goodwill does not depreciate like tangible assets. Instead, it is subject to periodic impairment testing. If the fair value of goodwill falls below its recorded value, the business may need to recognize an impairment loss on its financial statements. Depreciation, as applied to tangible assets, does not apply to goodwill.


Understanding how goodwill is taxed is one crucial aspect when selling a business. Optimizing your tax position in a business sale typically involves strategic planning, including distinguishing personal and enterprise goodwill, allocating purchase prices wisely, and exploring available tax reliefs. 

If you're a business owner planning to sell your business, it's important to have a well-thought-out strategy in place. It's recommended to work with experienced professionals who can help guide you through the complexities of goodwill taxation. This can help you optimize your tax position, protect your interests, and increase the overall success of the sale.

If you’re thinking about selling your business, Acquira can help. We buy companies that meet our investment criteria. 

We also specialize in connecting sellers with genuinely motivated buyers for businesses that fall outside of that spectrum, ensuring that the acquired businesses flourish and grow under new ownership. 

Regardless of who you sell to, our unique approach ensures the preservation of the company’s culture, values, and team. 

To see if your company is ready to sell, fill out the simple valuation form below.

Key Takeaways

  • Goodwill directly influences the taxable gain from a business sale. Purchase price allocation also impacts the amount subjected to capital gains tax.
  • There are primarily two types of goodwill: personal goodwill and enterprise goodwill.
  • Personal goodwill is often excluded from the sale or valued separately.
  • The taxation of goodwill can vary based on jurisdiction and specific circumstances.
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