How to Sell an S Corporation


An S Corporation, or S Corp, is a type of business structure that is taxed similarly to a partnership or sole proprietorship, but with the added benefits of limited liability for its shareholders. If you are looking to sell your S Corp, there are several important steps you should take to ensure a smooth and successful transaction.

Prepare your Financials

The first step in selling your S Corp is to prepare your financials. This includes gathering all of your financial statements, tax returns, and any other financial documents that will be required to show the potential buyer the financial health of your business. This will also help to determine the value of your business.

Determine the Value of your Business

Once you have your financials in order, you can begin to determine the value of your business. There are several methods you can use to value your S Corp, such as the income approach, the market approach, or the asset approach. It is recommended that you consult with a business valuation expert to determine the most accurate value of your business.

Identify Potential Buyers

Once you have determined the value of your business, you can begin to identify potential buyers. This may include current employees, industry competitors, or private equity firms. It is important to consider the buyer’s experience, and resources and how it will align with your business goals.

Draft a Letter of Intent

After identifying potential buyers, you can draft a letter of intent. This is a non-binding document that outlines the terms and conditions of the proposed sale. This letter of intent should include the purchase price, terms of the sale, and any contingencies.

Negotiate the Sale

Once you have a letter of intent in place, you can begin to negotiate the sale. This will include discussing the purchase price, terms of the sale, and any contingencies. It is important to work with a lawyer who has experience in business transactions to ensure that the terms of the sale are fair and legally binding.

Close the Sale

Once all of the terms of the sale have been agreed upon, you can close the sale. This will involve transferring ownership of the business, transferring assets, and paying taxes. It is important to work with a lawyer and an accountant to ensure that the closing process is handled properly.

Transfer of Licenses, Permits, and Contracts

After the sale is completed, you need to make sure that all of the licenses, permits, and contracts are transferred. This includes any licenses, permits, and contracts that are necessary for the business to operate. This step is crucial to ensure a smooth transition of ownership.


Selling an S Corp can be a complex and time-consuming process, but with the right preparation, you can ensure a successful transaction. By preparing your financials, determining the value of your business, identifying potential buyers, negotiating the sale, and closing the sale, you can ensure that your S Corp is sold for the best possible price. It’s also important to work with professionals such as a business attorney, accountant, and business valuation expert to help guide you through the process

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