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Robin D.
Robin D., Senior Tax Advisor 4
Category: Tax
Satisfied Customers: 15453
Experience:  15years with H & R Block. Divisional leader, Instructor
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IF I sell my company and receive stock as an earnout over time

Resolved Question:

IF I sell my company and receive stock as an earnout over time is the stock gain treated as a capital gain?
Submitted: 8 years ago.
Category: Tax
Expert:  Robin D. replied 8 years ago.


The primary reason for sellers to accept buyer's stock instead of cash is to defer taxes on the sale, usually in a "tax-free" merger. It's not really tax-free, just tax-deferred, because the tax on the sale is not due until the buyer's stock is sold.

The seller is trading stock in its own company for stock in the buyer's company, so the seller is, in effect, making an investment in the buyer's stock.

So when you sell the stock it will be a capital gain at the time of sale, provided the sell is greater than your basis at time of sell.


I sincerely XXXXX XXXXX information is helpful,

Customer: replied 8 years ago.
Thanks but does this apply to conditional stock?
Expert:  Robin D. replied 8 years ago.

Hello again,

Do you mean the following when you say "Conditional Stock"?


"A type of order that will be submitted or canceled if set criteria are met, which are defined by the trader/investor entering the order. "


If not please define your use of "conditional stock".


Thanks in advance

Customer: replied 8 years ago.
The stock is earned based on sales so it is conditional
Expert:  Robin D. replied 8 years ago.

Hello again,

A sale is a sale, so you would wait until you received the stock, sold it and recognized gain or loss.

Hope that's helpful,

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