Statewide161 deals in one quarter
One advisory tracker counted 161 New York transactions in the fourth quarter of 2025, behind California and Texas, led by financial services, media, and professional services.
William & Wall, 2025
Sell a business in New York
When you sell a business in New York, the gain is taxed as ordinary income at up to 10.9 percent for 2025, more for city residents. Anyone with a home in New York for substantially all the year and 184 days or more there is a resident for tax.
ComplexityMediumTax on the gain10.9% 2025Deal volumeVery highEstate tax
New York is among the five states with the most employer businesses. The state's share of the gain is among the highest, 10.9% at the top. Expect a tax-clearance or bulk-sale notice before closing, and an estate tax to plan the proceeds around.
Tax on the gain: Plus New York City tax for city residents.
Today
Where you stand
The starting point in New York
The elements this touches
- TmTime The years before you want out. It feeds the exit-readiness score and never moves the price; every other decision is planned against it.
ListenThe New York briefing, read aloud
The deal team on what changes when you sell a business in New York.
Before the letter of intent
What New York takes
How is the gain taxed when you sell a business in New York?
Gains are ordinary income at up to 10.9 percent, more for city residents, and the estate tax starts at $7.16 million for 2025 deaths.
State tax on the gain
10.9%
Plus New York City tax for city residents.
Tax Foundation, 2025
A founder on film
On what he learned about tax on the way to the sale.
Lewis Titus Wastewater purification and manufacturing · Wyoming
No preference at 10.9 percent
New York's top rate is 10.9 percent above $25 million of taxable income in 2025, with 10.3 percent above $5 million; gains get no preference.
A 16 percent estate tax
The estate tax basic exclusion is $7,160,000 for deaths in 2025 and $7,350,000 for 2026; the top rate is 16 percent.
The rate is the state's top rate on the gain for the year shown, the same figure as the indicator in the hero, so the two can never disagree.
The elements this touches
- TxTax Strategy The deal and entity structure, set before the letter of intent. FNDRS tracks whether it is in place. It never moves the price; it changes what you keep.
- ApAfter-Tax Proceeds What you keep at close. FNDRS records the pre-tax walk-away and the gap to your number. It never moves the price, and the tax on it is a question for your CPA.
Under contract and at closing
The rules of the sale
What are the rules for selling a business in New York?
The buyer files a bulk-sale notice 10 days before paying, employers of 50 or more fall under the state WARN act, and a non-compete ban keeps returning to Albany.
01File AU-196.10 ten days ahead
A buyer files Form AU-196.10 at least 10 days before paying for or taking possession of business assets, by registered mail or hand delivery, or risks the seller's sales tax.
New York State Department of Taxation and Finance, 2025
02State WARN starts at 50
The state WARN act covers private employers with 50 or more full-time employees in New York, a lower threshold than the federal act.
New York State Department of Labor, 2025
03The non-compete ban still stalled
The 2023 non-compete ban was vetoed; a narrower 2025 bill exempting earners above $500,000 and business sales stalled, and a new bill was introduced in April 2026.
Sullivan & Cromwell, 2026
The elements this touches
- LcLegal & Compliance Contracts, licenses, and filings in order and enforceable. The FNDRS valuation reads it, and the score moves the multiple.
- DrData Room The documents a buyer will ask for, ready before they ask. FNDRS tracks it in the deal-readiness report card; it decides how fast and how cleanly a deal closes.
One thing you would not guess
The Tax Department answers a bulk-sale notice within five business days, with either a release or a claim, and a stock sale is not a bulk sale at all.
Within five business days of receiving Form AU-196.10 the Department issues either a release, Form AU-197.1, or a notice of claim, Form AU-196.2.
Buying all the stock of a corporation is not a bulk sale, because the business assets themselves do not change hands.
When the process opens
Who buys
Who shows up for a business in New York
One tracker put New York third for deals in late 2025, behind California and Texas.
The elements this touches
- SyStrategic Synergy What one buyer gains that another cannot. The buyer at the table prices it, which is why the sell-side process goes looking for them.
A sale in New York
A precision medtech manufacturer in New York
Members of the FNDRS M&A team advised on this sale. The business, the story it went to market with, and what buyers paid for it.
- The situation
- A founder-owned maker of precision orthopedic surgical instruments in New York: FDA-registered, with long-standing OEM relationships and about $11.5 million of EBITDA at the time it went to market. After three decades, the founder wanted a complete exit at full value, with certainty of close and the workforce protected.
- The approach
- In the months before launch, the work tightened the story buyers underwrite: the quality-system documentation, longer OEM contracts, and management depth beneath the founder. The process then went to global surgical-device strategics and diversified medtech acquirers looking for capacity in the United States, and held competitive tension through final bids.
- The outcome
- A publicly traded surgical-technology company bought 100 percent of the equity, all cash at close, with no earn-out and no financing condition, at a multiple a full 1.5x above the top of the range the industry usually trades in. The founder signed on for a twelve-month transition.
Day 0, and the years after
After the close
What New York lets the proceeds do
Leaving is a matter of proof: a New York domicile holds until abandoned, and a kept apartment plus 184 days in the state makes a resident regardless.
CloseDay 0
Proceeds land. What the state keeps of them is settled above; what it lets them do from here is below.
Statutory residency184 days
Anyone with a permanent place of abode in New York for substantially all the year who spends 184 or more days there is a resident; part of a day counts.
Domicile does not change easily
A New York domicile does not change until the taxpayer can show the old one abandoned and a new one established outside the state.
WealthNonresidents can owe estate tax
A nonresident's estate owes New York estate tax if it holds real or tangible property in the state and the gross estate plus includible gifts exceeds the exclusion.
WealthWhere FNDRS comes in
Post-exit planning is the third act of the same engagement, done with outside experts, and it starts before the letter of intent, when a move or a trust can still change the answer.
FNDRSThe elements this touches
- EsEstate Architecture Trusts and ownership set up before the letter of intent. It changes what the family keeps, not what a buyer pays.
- ApAfter-Tax Proceeds What you keep at close. FNDRS records the pre-tax walk-away and the gap to your number. It never moves the price, and the tax on it is a question for your CPA.
People who walked it
Founders
Founders who worked with FNDRS, in their own words
In their words
What founders say about working with FNDRS
Every line is quoted word for word from a recording. Each founder is described by role and state.
1 of 3
“I definitely don't think we'd be in the same spot without you guys.”
No founder in New York is on film yet. These are founders in other states who worked with FNDRS.46 founders on film
Nearby
Other states in the Northeast
| Northeast | Tax on the gain | Complexity | Deal volume |
|---|---|---|---|
| Connecticut | 6.99% 2025 | Medium | Medium |
| Maine | 7.15% 2025 | Medium | Low |
| Massachusetts | 9% 2025 | Medium | High |
| New Hampshire | None 2025 | Low | Low |
| New Jersey | 10.75% 2025 | Medium | High |
| Pennsylvania | 3.07% 2025 | Medium | High |
| Rhode Island | 5.99% 2025 | High | Very low |
| Vermont | 8.75% 2025 | Medium | Very low |
Your next step
The road starts with one step
Know where you stand in fifteen minutes, or talk the New York sale through with a dealmaker. Either way, no pitch and no obligation.
Selling in New York? Start with a conversation
No pitch and no obligation. If the honest answer is not yet, we will say so, and say what to work on.