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§338(h)(10) / §336(e) Election

Sell stock legally, tax it as an asset sale — buyer gets stepped-up basis.

Overview

In an S-corp or subsidiary sale, a joint §338(h)(10) or §336(e) election lets parties treat a stock sale as an asset sale for tax purposes. Buyer gets a stepped-up basis (fresh depreciation + amortization of goodwill over 15 years); seller sacrifices some capital-gains treatment for a higher headline price. Often nets both sides 10–20% more value.

Best fit
S-corp sellersPE buyersSubsidiary carve-outs
Estimated impact
10–20% purchase-price uplift shared between parties

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