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Buying & Selling a Business

Does recapture on equipment I've been depreciating get taxed differently than the rest of the sale?

TSL Written by the Treadstone Law team· Updated August 2026

Yes, and the difference matters a lot to what you actually keep after tax. When equipment sells for more than its remaining undepreciated tax value, the amount up to your original cost is generally recaptured and taxed as ordinary income, added directly to your business income for the year, rather than treated as a capital gain. Only proceeds above your original cost would be treated as a capital gain, which benefits from the more favourable capital gains inclusion rules that goodwill and most other capital assets get.

Because recapture is fully taxable as income while a capital gain is only partially taxable, equipment that's been heavily depreciated over the years, and then sells for a meaningful amount, can generate a noticeably higher tax bill on that portion of the price than the same dollar amount allocated to goodwill would. This is one of the concrete reasons purchase price allocation between goodwill and equipment is so heavily negotiated, since it directly changes how much of the price is taxed as income versus as a capital gain for the seller.

Reviewing the business's depreciation schedules with an accountant before agreeing to an allocation lets you see exactly how much recapture different allocation scenarios would actually trigger.

Key takeaways

  • Recapture on equipment is taxed as ordinary income, not as a capital gain.
  • Only proceeds above your original cost in the equipment can be treated as a capital gain.
  • Heavily depreciated equipment can trigger a larger income-taxed recapture amount on sale.
  • Review depreciation schedules with an accountant before agreeing to a price allocation.
This is general information, not legal advice. It doesn’t create a lawyer–client relationship, and the rules can change. For advice on your situation, a Treadstone business lawyer can help.
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