NashvilleOptum buys Change Healthcare
UnitedHealth's Optum announced its purchase of Nashville-based Change Healthcare in January 2021 at about $13 billion including debt.
Healthcare Dive, 2021
Sell a business in Tennessee
When you sell a business in Tennessee, the state takes nothing from your personal gain: Tennessee has no personal income tax, as of 2025. From 1 July 2026 a non-compete given in the sale of a business is presumed reasonable for five years or your payout period.
ComplexityLowTax on the gainNone 2025Deal volumeMediumEntity tax
Tennessee sits in the middle of the states by number of employer businesses. The state takes none of the gain. Expect a tax on the business itself on the way out.
Tax on the gain: No state income tax.
Today
Where you stand
The starting point in Tennessee
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 Tennessee briefing, read aloud
The deal team on what changes when you sell a business in Tennessee.
Before the letter of intent
What Tennessee takes
How is the gain taxed when you sell a business in Tennessee?
No personal income tax, so the state takes nothing from a founder's gain on a sale.
State tax on the gain
0%
No state income tax.
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 state tax on gains
Tennessee has no personal income tax, so a founder's capital gain on a sale carries no state 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 Tennessee?
From mid-2026, Tennessee presumes a seller's non-compete reasonable within set limits.
01Five-year sale non-competes presumed reasonable
HB 1034, effective July 1, 2026, presumes a sale-of-business non-compete reasonable for five years or the seller's payout period, and codifies blue-pencilling.
Maynard Nexsen, 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.
When the process opens
Who buys
Who shows up for a business in Tennessee
Nashville health care companies draw national strategic buyers, and the largest recent exit survived a federal antitrust challenge.
NashvilleThe deal survived antitrust
A federal judge cleared the deal in 2022 over a Justice Department suit; the equity value was reported at $7.8 billion.
Healthcare Innovation, 2022
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 Tennessee lets the proceeds do
Tennessee offers a self-settled asset protection trust, with creditor protection after two years and a trustee in the state.
CloseDay 0
Proceeds land. What the state keeps of them is settled above; what it lets them do from here is below.
Investment Services Trust2 yrs
The Tennessee Investment Services Trust, created in 2007, is a self-settled asset protection trust; creditor protection attaches after two years and needs a third-party trustee administering the assets in Tennessee.
Where 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 Tennessee 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.”
Founders in Tennessee
Tennessee owners on working with FNDRS
Short testimonials from owners who went through the FNDRS process. Most are under two minutes.
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 |
| Oklahoma | 4.75% 2025 | Low | Medium |
| South Carolina | 6% 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 Tennessee sale through with a dealmaker. Either way, no pitch and no obligation.
Selling in Tennessee? 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.