Selling a business by state
Selling a business follows the same four phases in every state, but what you keep differs: the tax on the gain, sales tax on assets, bulk-sale notices, and non-competes change at the state line. Most states tax the gain as ordinary income; nine tax none of it.
Where you are
Pick your state
Hover for the state's indicators; click or tap a state to open its page. Every state is listed under the map as well.
How the indicators are rated
- Complexity
- One point for each thing that adds work or cost to a sale in the state: the gain is taxed, the business itself pays a tax on the way out, an asset sale needs a tax clearance or bulk-sale notice, a license is needed to broker the sale, and an estate or inheritance tax reaches what is kept. None is very low, one is low, two or three is medium, four or five is high.
- Tax on the gain
- The state's top rate on the gain from a sale in the year shown, from the Tax Foundation's annual state rate table or, where the rate on a gain differs from that table, from the source the state page credits. Most states tax the gain as ordinary income; nine tax none of it; a few exclude part of a long-term gain, and the state page says which. The state you live in at closing is usually the one that taxes the gain.
- Deal volume
- A proxy: the state's rank by number of employer establishments, from the Census Bureau's County Business Patterns. More businesses, more sales. Very high is the top five, high the next ten, medium the next fifteen, low the next twelve, very low the last eight.
- Estate tax and entity tax
- A mark when the state has an estate or inheritance tax, which reaches what is kept after the sale, and when the business itself pays a state tax on the way out, such as a franchise, margin, or gross receipts tax.
What changes by state
What changes from state to state when you sell a business?
Six things: the tax on the gain, the tax on the sale itself, bulk-sale and successor notices, the non-compete, who is buying, and where the deal team has advised. A buyer's price is set by the business; what you keep of it, and how the sale is run, is set partly by where the business is, and each state page answers the same six questions.
Do states tax the gain on the sale of a business?
Most states tax the gain as ordinary income, nine tax none of it, and a few exclude part of a long-term gain; each state page gives its top rate. The difference on a large sale is a number you want before you price the deal.
Tax on the sale itself
Whether an asset sale draws sales tax on the equipment, inventory, or vehicles that change hands, or whether an occasional-sale exemption applies.
Bulk-sale and successor notices
Whether the state requires notice to tax authorities or creditors before an asset sale, and what a buyer inherits if the notice is missed.
The non-compete
How enforceable a non-compete tied to the sale of a business is here. A buyer prices the seat you leave behind; the state decides how firmly you can promise to leave it.
Who is buying here
The buyer groups and sectors most active in the state, which decides who shows up first when the process opens.
Where the deal team has advised
Sales members of the FNDRS deal team have advised on in the state, including at prior firms, described at sector level only.
The same process, everywhere
Does the sale process change by state?
No: in every state a sale starts with the Go-To-Market Analysis and runs four phases, prepare, market, select, and close, to funds flow. The state changes the answers, not the questions, and the deal team, led by Scott Stepanik, runs the sale from the first conversation.
- 01
Prepare
The workbook, the CIM, and the buyer list, approved by you before any buyer sees them.
- 02
Market
A confidential process that brings several qualified buyers to the table at the same time.
- 03
Select
Offers compared on what you keep and how certain it is, then the letter of intent.
- 04
Close
Diligence, the definitive agreement, and the wire.
Know what you keep before a buyer names a price
The state page gives the questions. The conversation gives the numbers, for your business, where it is.