Business sale proceeds calculator
What actually lands in your account after debt, fees, taxes and the money the buyer holds back.
- Transaction fees
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- Debt repaid
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- Taxable gain
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- Capital gains tax
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- Ordinary income tax
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- Total tax
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- Effective rate on price
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What this is actually calculating.
The headline price is not the number that funds your retirement. Debt comes off, advisors are paid, a portion is held in escrow for a year or more, and then tax is applied to the gain. What remains is often a good deal less than the price that got announced.
Sequencing matters here. Fees and debt reduce the cash, but tax is calculated on the gain rather than the cash, so a highly leveraged business can produce a tax bill that looks disproportionate to what you actually receive.
The parts that decide the answer.
Escrow is not lost, but it is not yours yet
A holdback of ten percent for twelve to eighteen months is common. Plan your first two years of retirement income without it.
The working capital peg quietly moves the price
Buyers require a normal level of working capital to be left in the business. Getting that definition wrong at the letter of intent stage can cost six figures at closing.
Asset versus stock sale changes the tax
The structure is negotiable and the tax consequences differ substantially. This calculator applies one blended rate, which is a simplification.
Before you rely on it.
What tax rate should I enter?
A blended effective rate on the gain, combining federal capital gains, net investment income tax and your state. Your CPA can give you the real figure.
Does this handle an earnout?
Not directly. Model the guaranteed portion here and treat any earnout as a separate, uncertain payment.
Is QSBS accounted for?
No. If your stock might qualify for the Section 1202 exclusion, run the QSBS calculator first, because it can change the answer dramatically.
About this calculator.
An illustration, not advice
This is an educational illustration, not investment, tax, or legal advice, and not a recommendation or projection of any particular result. It uses only the assumptions you enter.
Real returns are not this smooth
Where a return is involved it is treated as constant, which no real portfolio is. Actual results will differ, and a sequence of poor early returns can change an outcome substantially even when the average holds.
Nothing you type leaves your browser
Every calculation runs on your own machine. Nothing you enter is transmitted or stored, and none of it reaches me unless you ask for a PDF and give me your details.
Talk to your CPA and attorney before relying on any of it.See all twelve calculators
Get your results as a PDF
A branded summary of the figures you entered, what they mean, and the assumptions behind them.
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