First, you can never eliminate taxes, you can only postpone recognition (i.e. payment) of the tax on your gain. It gets a bit more invoved after that - the best thing you can do is consult a tax accountant/attorney active in exchanges. Some of the issues you will deal with include: is all the gain on "good will" or do components of the gain include personal property (equipment, fixtures, etc.) or real property? Are securities involved (did you sell the business or the common stock of the business)? Have you provided "owner fiancing" for part of the sale price? All of these issues, and probably more, will have a bearing on whether all or any part of the sale can benefit from gain tax deferrral treatment under IRS Sec 1031, otherwise known as an exchange.
Jan 26, 2010