CPA Quiz: Evaluate Tax Consequences Of Business Transactions
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Evaluate Tax Consequences Of Business TransactionsQuestion 1 of 20

A C corporation sells all of its assets in an asset sale rather than a stock sale. The primary tax disadvantage of an asset sale to the seller is:

Asset sales always generate more gain than stock sales.
The corporation cannot deduct the selling costs.
Double taxation - the corporation pays tax on the gain at the entity level, and shareholders pay tax again when the after-tax proceeds are distributed in liquidation.
Asset sales require IRS approval, which can delay the transaction.
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CPA Quiz: Evaluate Tax Consequences Of Business Transactions

Practice Evaluate Tax Consequences Of Business Transactions in CPA with focused quiz questions that help you check what you know, review explanations, and build confidence with test-style prompts.

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Question 1

A C corporation sells all of its assets in an asset sale rather than a stock sale. The primary tax disadvantage of an asset sale to the seller is:

  1. Asset sales always generate more gain than stock sales.
  2. The corporation cannot deduct the selling costs.
  3. Double taxation - the corporation pays tax on the gain at the entity level, and shareholders pay tax again when the after-tax proceeds are distributed in liquidation. (correct answer)
  4. Asset sales require IRS approval, which can delay the transaction.
Explanation: Asset sales from C corporations result in double taxation: corporate-level tax on asset gains, then shareholder-level tax when proceeds are distributed in liquidation. This is why sellers often prefer stock sales. Answer C is correct. Double taxation is the key disadvantage (A). Selling costs may be deductible (B). IRS approval is not required (D).

Question 2

A buyer of a business typically prefers an asset purchase over a stock purchase because:

  1. Asset purchases are always cheaper than stock purchases.
  2. The buyer gets a stepped-up basis in the acquired assets equal to the purchase price allocation, allowing increased depreciation deductions on depreciable assets going forward. (correct answer)
  3. The buyer avoids assuming any liabilities of the target company.
  4. Asset purchases allow the buyer to exclude goodwill from the purchase price.
Explanation: Asset purchases allow buyers to step up asset bases to FMV, creating larger future depreciation and amortization deductions. Answer B is correct. Prices vary independently of purchase structure (A). Buyers often assume liabilities in asset deals (C). Goodwill must be allocated in asset deals (D).

Question 3

A seller of a business typically prefers a stock sale over an asset sale in most C corporation transactions because:

  1. Stock sales always generate less total gain.
  2. Stock sales allow the seller to avoid all capital gains taxes.
  3. Stock sales allow the seller to allocate more proceeds to goodwill.
  4. A stock sale results in a single level of tax at the shareholder level (capital gain on the stock), avoiding the double taxation inherent in an asset sale of a C corporation. (correct answer)
Explanation: Stock sales eliminate the double taxation problem - the seller pays one level of capital gains tax on the stock, while asset sales generate corporate-level tax plus shareholder-level tax. Answer D is correct. Total gain depends on basis and price (A). Capital gains are still owed (B). Stock sales don't control the allocation to goodwill (C).

Question 4

A taxpayer sells appreciated real property and wants to defer gain recognition. The most common strategy beyond installment sales is:

  1. A Section 1031 like-kind exchange, which must be completed instantaneously.
  2. A charitable contribution of the property.
  3. A sale-leaseback transaction.
  4. A Section 1031 like-kind exchange - where the taxpayer exchanges the property for other like-kind real property, deferring gain recognition by taking a carryover basis in the replacement property. (correct answer)
Explanation: Section 1031 allows indefinite deferral of gain on like-kind exchanges of real property by taking a carryover basis in the replacement property. Answer D is correct. Section 1031 has identification and exchange periods (45/180 days) but isn't instantaneous (A). Charitable contributions defer gain but have income limitations (B). Sale-leasebacks are a financing strategy, not a gain deferral mechanism (C).

Question 5

A business owner's estate sells business assets after the owner's death. The heirs benefit from:

  1. No step-up - inherited business assets retain the decedent's historical basis.
  2. A partial step-up equal to 50% of the appreciation.
  3. A step-up in basis to the FMV at the date of death (or alternate valuation date) - allowing heirs to sell the business assets with little or no capital gain if sold shortly after death. (correct answer)
  4. A step-up in basis only for real property, not depreciable equipment or goodwill.
Explanation: Inherited assets receive a basis equal to FMV at death under Section 1014 - the step-up eliminates the unrealized appreciation in the hands of the decedent. Answer C is correct. Full step-up is provided (A). 50% step-up (B) is not the law. The step-up applies to all inherited property (D).

Question 6

Under Section 1231, net gains from sales of business property held more than one year are treated as:

  1. Ordinary income.
  2. Short-term capital gain.
  3. Exempt from tax.
  4. Long-term capital gain - but only if Section 1231 gains exceed Section 1231 losses for the year; net Section 1231 losses are treated as ordinary losses. (correct answer)
Explanation: Section 1231 provides favorable treatment: net Section 1231 gains are long-term capital gains; net Section 1231 losses are ordinary losses - the 'best of both worlds' for business property. Answer D is correct. Not ordinary income if net gains are positive (A). Not short-term (B). Section 1231 gains are taxable (C).

Question 7

A taxpayer who previously recognized Section 1231 ordinary losses must apply the Section 1231 recapture rule when:

  1. They have net Section 1231 gains in a subsequent year - the gains are converted to ordinary income to the extent of unrecaptured Section 1231 losses from the prior 5 years. (correct answer)
  2. They sell the same property that generated the prior losses.
  3. They hold the replacement property for at least 5 years.
  4. They elect out of the recapture provision on their tax return.
Explanation: Section 1231 gains are 'tainted' by prior ordinary Section 1231 losses - gains in future years are converted to ordinary income to recapture the prior ordinary losses from the 5 preceding years. Answer A is correct. The recapture applies to subsequent net gains regardless of which assets (B). No holding period applies (C). Taxpayers cannot elect out (D).

Question 8

A sole proprietor sells their business for 500,000.Theassetsincludeinventory(500,000. The assets include inventory (80,000 FMV, 60,000basis),equipment(60,000 basis), equipment (120,000 FMV, $40,000 adjusted basis with 60,000ofaccumulateddepreciation),goodwill(60,000 of accumulated depreciation), goodwill (200,000 FMV, 0basis),andanon−competecovenant(0 basis), and a non-compete covenant (100,000 FMV, $0 basis). The tax consequences include:

  1. All gain taxed at long-term capital gains rates since the business was held more than one year.
  2. All gain taxed as ordinary income since the business is being sold.
  3. Capital gain on the goodwill and ordinary income on the non-compete covenant only.
  4. Ordinary income on inventory (20,000),Section1245recaptureonequipment(20,000), Section 1245 recapture on equipment (60,000 of ordinary income equal to the accumulated depreciation, which is less than the total gain of 80,000),long−termcapitalgainonremainingequipmentappreciation(80,000), long-term capital gain on remaining equipment appreciation (20,000), and capital gain on goodwill ($200,000) - the non-compete is typically ordinary income. (correct answer)
Explanation: Business asset sales are taxed asset-by-asset. Inventory gain = $80K - $60K = $20K ordinary income. Equipment: FMV $120K - adjusted basis $40K = $80K total gain; Section 1245 recapture = $60K (the accumulated depreciation, which is fully within the $80K gain) as ordinary income; remaining $20K is long-term capital gain. Goodwill: $200K - $0 basis = $200K capital gain. Non-compete covenants generate ordinary income. Answer D is correct. Not all gain is capital (A) or ordinary (B). Multiple asset classes generate different character income (C).

Question 9

A business sells real property used in its trade or business for $500,000. The property was purchased for $300,000, has straight-line depreciation of $80,000, and has an adjusted basis of $220,000. The gain of $280,000 is characterized as:

  1. $80,000 of Section 1250 unrecaptured depreciation (taxed at 25% for individuals) and $200,000 of Section 1231 gain (treated as long-term capital gain if net Section 1231 gains are positive). (correct answer)
  2. $280,000 of ordinary income under Section 1250 recapture.
  3. $280,000 of long-term capital gain.
  4. $80,000 ordinary income and $200,000 capital gain at 20%.
Explanation: For real property with straight-line depreciation, Section 1250 actual recapture is zero (only additional depreciation creates recapture for real property). The $80,000 of depreciation is 'unrecaptured Section 1250 gain' taxed at 25% for individuals, and the remaining $200,000 is Section 1231/capital gain. Answer A is correct. Section 1250 full recapture (B) only applies to additional depreciation. Not all is capital (C). The 25% unrecaptured amount is separate from the capital gain rate (D).

Question 10

A business sells equipment used in its trade or business for $80,000. The equipment cost $100,000, has $60,000 of accumulated depreciation, and an adjusted basis of $40,000. The gain of $40,000 is characterized as:

  1. $40,000 long-term capital gain.
  2. $60,000 ordinary income.
  3. $20,000 ordinary income and $20,000 capital gain.
  4. 40,000Section1245ordinaryincome−becausetheentiregain(40,000 Section 1245 ordinary income - because the entire gain (40,000) does not exceed the accumulated depreciation ($60,000), the full gain is recaptured as ordinary income under Section 1245. (correct answer)
Explanation: Section 1245 recapture converts gain on depreciable personal property to ordinary income to the extent of accumulated depreciation. The equipment has an adjusted basis of 40,000(40,000 (100,000 cost minus $60,000 accumulated depreciation). Sale price $80,000 minus adjusted basis $40,000 = 40,000gain.Sincetheentiregain(40,000 gain. Since the entire gain (40,000) does not exceed the accumulated depreciation ($60,000), the full 40,000isrecapturedasordinaryincomeunderSection1245.AnswerDiscorrect.Capitalgaintreatmentdoesnotapplybecausethegainisentirelywithinaccumulateddepreciation(A).AnswerB(40,000 is recaptured as ordinary income under Section 1245. Answer D is correct. Capital gain treatment does not apply because the gain is entirely within accumulated depreciation (A). Answer B (60,000) is incorrect - the recaptured amount cannot exceed the actual gain realized ($40,000), even though accumulated depreciation was $60,000. Answer C is incorrect because there is no Section 1231 capital gain component when the entire gain falls within accumulated depreciation.

Question 11

Under Section 1060, when a business is sold in an asset sale, the purchase price must be allocated among assets using a residual method. The allocation order under Section 1060 is:

  1. Class I (cash/cash equivalents), Class II (securities), Class III (accounts receivable/debt instruments), Class IV (inventory), Class V (all other assets), Class VI (IRC §197 intangibles except goodwill), Class VII (goodwill and going concern value) - goodwill receives the residual allocation. (correct answer)
  2. Goodwill first, then tangible assets, then cash.
  3. Fair market value of each asset regardless of class.
  4. Total assets divided equally among all asset classes.
Explanation: Section 1060 requires the residual method allocating purchase price in order from Class I through VII, with goodwill receiving any residual amount. Answer A is correct. Goodwill receives the residual (last), not first (B). Equal FMV allocation ignores the required order (C, D).

Question 12

A business owner sells their business to a key employee using an earnout arrangement. Under an earnout, additional payments are contingent on future performance. The seller's tax treatment of earnout payments received is:

  1. Capital gain recognized in the year of sale using the FMV of the earnout right.
  2. Capital gain (or ordinary income for hot assets) recognized as earnout payments are actually received - the installment method may apply to spread the recognition over the payment period. (correct answer)
  3. Ordinary income in the year the earnout right is established.
  4. Tax-free income since earnouts represent a contingent right.
Explanation: Earnout payments are recognized as received under the installment method - capital gain or ordinary income depending on the underlying asset. Answer B is correct. FMV recognition upfront (A) applies when the FMV can be reasonably ascertained (the open transaction doctrine applies when FMV is uncertain). Not ordinary income automatically (C). Earnouts are taxable (D).

Question 13

The sale of a partnership interest where the partnership has hot assets results in which form filing requirement?

  1. Form 4797 (Sales of Business Property) for the entire gain.
  2. Form 8308 (Report of a Sale or Exchange of Certain Partnership Interests) must be filed by the partnership, and the selling partner reports ordinary income from hot assets and capital gain from the remaining interest separately. (correct answer)
  3. Schedule D only, since all partnership interest sales are capital transactions.
  4. Form 1065 amendment to reflect the sale.
Explanation: Form 8308 must be filed by the partnership when a partner sells an interest and hot assets are present. The selling partner reports the hot asset ordinary income and capital gain separately. Answer B is correct. Form 4797 covers business property but not specifically the hot asset split (A). Not all capital gain (C). The partnership return reflects the sale but Form 8308 is the required form (D).

Question 14

When a corporation purchases assets from another corporation, depreciation recapture under Section 1245 or 1250 applies to:

  1. The seller in the year of sale - the seller recognizes recapture income; the buyer takes a stepped-up basis and begins a new depreciation schedule. (correct answer)
  2. The buyer in future years as depreciation is taken.
  3. Both buyer and seller equally.
  4. Neither party if the sale is structured as an installment sale.
Explanation: Depreciation recapture is taxed to the seller in the year of disposition - the buyer starts fresh with the new (stepped-up) basis for future depreciation. Answer A is correct. Recapture occurs at the seller level in the sale year (B). Only the seller recognizes recapture (C). Installment sales don't eliminate recapture - it's recognized in the year of sale (D).

Question 15

When a business is sold and the purchase price includes an assumption of the seller's liabilities, the effect on the seller's amount realized is:

  1. The assumed liabilities are included in the seller's amount realized - increasing the total amount realized and potentially the gain on the sale. (correct answer)
  2. The assumed liabilities reduce the seller's amount realized.
  3. Assumed liabilities have no effect on the amount realized.
  4. Assumed liabilities are treated as the buyer's additional purchase price with no effect on the seller.
Explanation: Under Section 1001, amount realized includes cash, FMV of property received, and liabilities assumed by the buyer - increasing the seller's amount realized. Answer A is correct. Liabilities increase, not decrease, amount realized (B). Liabilities definitely affect amount realized (C). Assumed liabilities are part of the consideration to the seller (D).

Question 16

When a business is acquired in a stock purchase, the acquiring corporation's basis in the target's assets:

  1. Remains at the target's historical tax basis - a stock acquisition does not change the inside basis of the acquired company's assets unless a Section 338 election is made. (correct answer)
  2. Is automatically stepped up to fair market value.
  3. Is determined by dividing the purchase price among the assets using the residual method.
  4. Is increased by the amount of goodwill paid.
Explanation: In a stock purchase, the target retains its existing asset tax basis - the acquirer's step-up is only in the stock, not the underlying assets, unless a Section 338 election is made. Answer A is correct. Automatic step-up (B) requires a Section 338 election. The residual method (C) applies to asset purchases. Inside basis is not affected by goodwill paid (D).

Question 17

A Section 338(h)(10) election in a stock acquisition allows:

  1. The target corporation to recognize no gain or loss on the deemed sale of its assets.
  2. The acquirer to purchase stock while treating the transaction as an asset purchase for state law purposes only.
  3. The acquirer to treat the stock purchase as an asset purchase for tax purposes - the target is treated as having sold all its assets at FMV and immediately reconstituted, giving the acquirer a stepped-up basis in the target's assets while the transaction is still a stock deal for legal purposes. (correct answer)
  4. The seller to avoid double taxation on the deemed asset sale.
Explanation: Section 338(h)(10) (available for qualified stock purchases from S corps or when both parties consent) treats the transaction as an asset purchase for tax, giving the buyer a stepped-up basis while the transaction remains a stock purchase for legal purposes. Answer C is correct. The target recognizes gain on the deemed sale (A). It applies to federal tax purposes (B). The seller typically bears the tax cost of the deemed asset sale (D).

Question 18

When a partnership interest is sold, Section 751 'hot assets' cause:

  1. The entire gain to be treated as capital gain.
  2. The portion of the gain attributable to unrealized receivables and substantially appreciated inventory to be recharacterized as ordinary income - even though the overall sale is a capital asset transaction. (correct answer)
  3. The gain to be allocated proportionately between ordinary income and capital gain based on the ratio of hot assets to total assets.
  4. The sale to be treated as an installment sale automatically.
Explanation: Section 751 converts the portion of partnership interest sale gain attributable to hot assets (unrealized receivables and appreciated inventory) from capital to ordinary income. Answer B is correct. Hot assets prevent full capital gain treatment (A). The allocation is based on the specific hot asset values, not a simple ratio (C). Installment sale treatment is separate (D).

Question 19

An installment sale allows a seller to:

  1. Defer all gain on the sale until the final payment is received.
  2. Recognize all gain in the year of sale regardless of when payments are received.
  3. Spread gain recognition over the payment period - each payment received includes a proportionate amount of gain (using the gross profit percentage) and a return of basis component. (correct answer)
  4. Avoid capital gains tax by structuring payments over more than one year.
Explanation: Installment sales allow proportionate gain recognition as payments are received using the gross profit ratio - deferring tax to when cash is received, not all deferred until the last payment or all recognized upfront. Answer C is correct. Gain is recognized proportionally, not all deferred (A). Not all upfront (B). Installment sales defer but don't eliminate tax (D).

Question 20

The gross profit percentage in an installment sale calculation is:

  1. The selling price divided by the adjusted basis of the asset.
  2. The gross profit (selling price minus adjusted basis) divided by the contract price (total payments to be received) - applied to each payment to determine the gain recognized. (correct answer)
  3. The gain divided by the total interest payments to be received.
  4. The FMV at sale divided by the total contract price.
Explanation: Gross profit percentage = gross profit / contract price = (selling price - adjusted basis) / contract price. Each payment multiplied by this percentage = gain recognized. Answer B is correct. Selling price/basis (A) is not the formula. Interest (C) is reported separately. FMV (D) equals selling price in most cases but is not the formula component.