Business sale guide

Selling a business on installments: how the taxes work

For owners who carry a seller note, and for the CPAs who prepare their returns. Last reviewed October 3, 2026.

The short answer: when part of your price comes in later payments, you can usually report the gain as you’re paid, using the installment method and Form 6252 each year. Not everything can wait, though: depreciation recapture is taxed in the year of sale, gain on inventory can’t be deferred, and the interest is ordinary income every year. Buyer and seller both file Form 8594 to allocate the price among the assets, so agree on the allocation in the purchase agreement.

How the installment method works

Under the installment method, each payment of principal is part return of your basis and part gain. The share that is gain, the gross profit percentage, is your gross profit divided by the contract price. Each year you multiply the principal you received by that percentage and report the result on Form 6252.

Simplified example
Amount
Sale price (all eligible assets)
$1,000,000
Your adjusted basis
$400,000
Gross profit
$600,000
Gross profit percentage
60%
Down payment at closing
$200,000, so $120,000 of gain reported in year one
Each later $100,000 of principal
$60,000 of gain reported that year

Real sales are messier: selling costs, recapture and liabilities the buyer assumes all change the math. The example only shows the shape of it.

What can’t be deferred

  • Depreciation recapture. If you claimed depreciation on equipment or other property, the recapture is reported in the year of sale, “whether or not an installment payment was received that year.” Only the gain above recapture goes on the installment method.
  • Inventory. Gain on the sale of inventory can’t be reported on the installment method; it’s all reported in the year of sale.
  • Related-party traps. If you sell to a related person who resells within two years, you can be treated as receiving their proceeds then. Sales of depreciable property to certain related persons generally can’t use the installment method.
  • Borrowing against the note. If the price is over $150,000 and you pledge the note to secure a loan, the loan proceeds can be treated as a payment on the note.

Allocating the price: Form 8594

In an asset sale, the price has to be divided among the assets sold, using seven classes that run from cash, through inventory and equipment, to goodwill. Both the buyer and the seller must file Form 8594 with their returns for the year of the sale. The allocation decides how much of your gain is recapture, how much is capital gain, and how much can be deferred, so it’s worth agreeing on it in the purchase agreement rather than leaving each side to pick its own numbers.

The interest, every year

If you use the cash method, interest on the note is ordinary income in the year you receive it. If the note doesn’t carry enough stated interest, the IRS can treat part of the price as interest (unstated interest or original issue discount), and you may have to report some interest even in a year with no payment. For sales, the minimum test rate is generally the lowest applicable federal rate for a note of your term (short, mid or long) in the three-month period ending with the month of the binding contract.

The buyer generally can deduct the interest, subject to limits, and a business that pays $600 or more of interest in the course of its trade to a payee that isn’t a corporation generally files Form 1099-INT. The cleanest result is one interest figure that both sides use.

A yearly checklist for the seller

  1. Total the payments received during the year and split each one into interest and principal.
  2. Apply the gross profit percentage to the principal for Form 6252.
  3. Report the interest separately as ordinary income, and check it against the buyer’s figure.
  4. Keep the note, the allocation schedule and each year’s Form 6252 together; you’ll need them until the note is paid off.
  5. Tell your CPA before you sell, give away or cancel the note: disposing of it generally triggers the remaining deferred gain.

Get your installment schedule every January

PaperItUp tracks every payment against your note, splits interest and principal, and gives you and your CPA the year’s figures, with the buyer seeing the same numbers. We never hold your money.

Common questions

Do I file Form 6252 every year?

Generally yes: you use Form 6252 for the year of the sale and for each later year in which you receive a payment on the note, so the gain is reported as you’re paid.

Is the interest taxed the same way as the gain?

No. Interest is ordinary income in the year you receive it (and sometimes in years you don’t, if the interest is unstated or original issue discount). The gain on the sale is reported under the installment method and may qualify for capital gain rates, depending on the assets sold.

What if the buyer is my child or my company?

Two rules apply to related buyers. If the related buyer resells within two years, you can be taxed on that second sale as if you’d been paid. And sales of depreciable property to certain related persons generally can’t use the installment method. Your CPA should review any related-party sale.

Can I choose to pay all the tax in the year of sale?

Yes. You can elect out of the installment method by reporting the whole gain on Form 8949, Form 4797, or both instead of Form 6252, by the due date (including extensions) of the return for the year of sale. Once made, the election can be undone only with IRS approval, so talk to your CPA first.