All I know is my dad busted his ass to build his business. Opened the doors up with another guy in 1979 and now that he is 63 and the business went from being a 2 man operation to employing 10 to 20 people regularly the IRS says they want 48% when he sells out. 48%, let that sink in. My dad isn't getting rich, if he's lucky he is upper middle class but he has paid cash his whole way through life, he doesn't owe more than 10K to the man and most of that was my sisters wedding last summer.
Why should a guy who spent his life building and employing local business pay 48% in capital gains when he sells? Well to Dog's point the answer is he probably won't due to loopholes. By breaking down the LLC into sub companies and leasing to each other the IRS views it differnetly and the taxes are much much less. Of course that took a tax lawyer who normally works for comapanies like Burger King, Staples etc...to come break it up for him.
But why is it even like that in the first place? Why is a company worth less than most CEO's income taxed at such an unfair rate when the owner sells? The tax system is all ****ed up it needs to be gutted and redone, that's the only way to make it fair to all involved.
If any taxpayer is paying 48% to the IRS for anything, they need to find themselves a new accountant. Capital gain rates on selling your business are 15% with a few exceptions. And that's 15% on only amounts of the selling price that exceed his cost basis in the business.