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Personal Goodwill Allocation on C-Corp Sale (Martin Ice Cream Doctrine)

Sell your C-corp assets and allocate portion of price to your PERSONAL goodwill — capital gains, no double tax.

Overview

In a C-corp asset sale, portion of price attributable to owner's PERSONAL relationships, reputation, and skills (not corporate-owned goodwill) is sold personally at capital gains — avoiding corporate-level double taxation. Established in Martin Ice Cream Co. v. Commissioner. Requirements: (1) no employment contract or non-compete tying owner to the corp, (2) documented personal relationships/reputation, (3) reasonable allocation supported by valuation. Can save 20–35% of total tax on that allocation slice for owner-dependent businesses like professional practices.

Best fit
C-corp owners sellingOwner-dependent businessesProfessional practices
Estimated impact
20–35% tax savings on goodwill portion of sale

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