Dewald Pierre Rossouw

Tax Consequences - Contingent Liabilities: the Tax Consequences for a Seller when Contingent Liabilities Are Transferred in a Sale of a Business Dewald Pierre Rossouw

The selling of a business as a going concern can have various tax consequences for both the seller and the purchaser. This is so whether the purchase price is determined with reference to the net asset value, i.e. gross assets less liabilities, or not. Accounting liabilities are always part of a business and therefore part of a business sales contract. The basic transaction is normally that some or all of the assets of the business are transferred to the purchaser who also assumes all or some of the liabilities of the business. The liabilities transferred may include various accounting provisions. To be more specific, if for example an bonus provision is due to the seller?s employees and the provision is set-off in determining the sale price, has these cost been incurred in the production of income on the seller?s side? If not, can the purchaser claim the deduction when they incur? Is the receipt of this amount capital or revenue in the hands of the purchaser? Uncertainty exists on the tax treatment of the transfer of these contingent liabilities.