Oklahoma CitySonic sold for $2.3 billion
Oklahoma City-based Sonic Corp was acquired by Inspire Brands for 2.3 billion dollars, a deal completed on December 7, 2018.
Inspire Brands, 2018
Sell a business in Oklahoma
When you sell a business in Oklahoma, the gain is taxed at up to 4.75 percent for 2025, but gain on stock or an ownership interest in an Oklahoma-headquartered company held two years qualifies for a full state deduction. There is no estate or inheritance tax.
ComplexityLowTax on the gain4.75% 2025Deal volumeMedium
Oklahoma sits in the middle of the states by number of employer businesses. The state's cut of the gain is modest, 4.75% at the top. Little else gets in the way of the sale.
Today
Where you stand
The market in Oklahoma
Roughly 395,000 small businesses employ about half of Oklahoma workers, and new establishments outpaced closings in the latest count.
Small businesses
395,520
small businesses in Oklahoma, 99.4 percent of all firms, per the SBA 2024 profile.
SBA Office of Advocacy, 2024
Small-firm employees
706,906
Oklahomans employed by small firms, 50.8 percent of the state workforce.
SBA Office of Advocacy, 2024
Openings and closings
13,472
opened
11,896
closed
1,576
net gain
SBA Office of Advocacy, 2024
Between March 2023 and March 2024, 13,472 Oklahoma establishments opened and 11,896 closed, a net gain of 1,576.
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 Oklahoma briefing, read aloud
The deal team on what changes when you sell a business in Oklahoma.
Before the letter of intent
What Oklahoma takes
How is the gain taxed when you sell a business in Oklahoma?
A 4.75 percent top rate in 2025, a full deduction for qualifying Oklahoma gains, and no estate tax make Oklahoma a light-touch exit state.
State tax on the gain
4.75%
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
Top rate 4.75 percent
The top individual income tax rate, which applies to capital gains, is 4.75 percent for 2025.
Full deduction after two years
Gains on stock or an ownership interest in an Oklahoma-headquartered company qualify for a 100 percent state deduction after a two-year hold.
No estate or inheritance tax
Oklahoma levies no estate tax and no inheritance tax.
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 Oklahoma?
No bulk-sale notice, but a buyer of substantially all assets inherits unpaid sales tax exposure.
01Sales tax follows the assets
A buyer of substantially all of a business's assets can be denied a sales tax permit or held liable for the seller's unpaid sales tax.
Oklahoma Tax Commission, via Cornell LII
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
Sell an Oklahoma-headquartered company you have held two years and the state share of the gain can be nothing at all.
The Section 2358 deduction, one of the strongest state capital gains incentives, excludes 100 percent of qualifying gains from Oklahoma taxable income.
When the process opens
Who buys
Who shows up for a business in Oklahoma
The largest recent Oklahoma sale went to a franchisor owned by out-of-state private equity: Sonic, to Inspire Brands, for $2.3 billion.
Oklahoma CityThe buyer was private equity
Inspire Brands is majority-owned by affiliates of Atlanta private equity firm Roark Capital, so Sonic ultimately sold to a PE platform.
Inspire Brands, 2018
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.
Day 0, and the years after
After the close
What Oklahoma lets the proceeds do
Since late 2024 Oklahoma permits perpetual trusts and a larger domestic asset protection trust, with no state estate tax to plan around.
CloseDay 0
Proceeds land. What the state keeps of them is settled above; what it lets them do from here is below.
HB 3962, from 2024No limit
The Oklahoma Trust Reform Act of 2024 (HB 3962), effective November 1, 2024, removed the rule against perpetuities for trusts, so an Oklahoma trust can now last indefinitely.
Protection cap now $10 million
The same act raised the Oklahoma asset protection trust cap from 1 million to 10 million dollars; a 2025 follow-up, HB 1850, adopted the full Uniform Trust Code.
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
From founders elsewhere
What founders say about working with FNDRS
No founder in Oklahoma is quoted yet. These are founders in other states, quoted word for word, each 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 Oklahoma is on film yet. These are founders in other states who worked with FNDRS.46 founders on film
Nearby
Other states in the South
| South | Tax on the gain | Complexity | Deal volume |
|---|---|---|---|
| Alabama | 5% 2025 | Medium | Medium |
| Arkansas | 3.9% 2025 | Low | Low |
| Delaware | 6.6% 2025 | Medium | Very low |
| Florida | None 2025 | Medium | Very high |
| Georgia | 5.19% 2025 | Medium | High |
| Kentucky | 4% 2025 | Medium | Medium |
| Louisiana | 3% 2025 | Low | Medium |
| Maryland | 8.5% 2025 | Medium | Medium |
| Mississippi | 4.4% 2025 | Low | Low |
| North Carolina | 4.25% 2025 | Medium | High |
| South Carolina | 6% 2025 | Low | Medium |
| Tennessee | None 2025 | Low | Medium |
| Texas | None 2025 | Medium | Very high |
| Virginia | 5.75% 2025 | Medium | High |
| West Virginia | 4.82% 2025 | Medium | Low |
Your next step
The road starts with one step
Know where you stand in fifteen minutes, or talk the Oklahoma sale through with a dealmaker. Either way, no pitch and no obligation.
Selling in Oklahoma? 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.