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Published: April 14, 2020

Last Updated: May 26, 2021

Tax Effect of Earn Out on Share or Asset Sale


An earn out is an adjustment to the purchase price in the purchase and sale of a business either by way of assets or shares. The purchase price is adjusted upwards if certain targets are met in the years after the sale. An earn out can also be structured as a reverse earn out where the earn out component of the purchase price is set and then reduced if targets are not met. There are significant differences to the vendor between the tax treatment of a regular earn out and a reverse earn out. Generally a vendor will tax plan to use a reverse earn out which has a better tax effect than a regular earn out.


"This article provides information of a general nature only. It is only current at the posting date. It is not updated and it may no longer be current. It does not provide legal advice nor can it or should it be relied upon. All tax situations are specific to their facts and will differ from the situations in the articles. If you have specific legal questions you should consult a lawyer."

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