Business sale proceeds calculator
What actually lands in your account after debt, fees and taxes, before any escrow or earnout 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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Point at any line to see what it means.
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?
There is no single blended field here: federal capital gains, the net investment income tax and your state rate are three separate inputs and the calculator adds them together. Entering a blended figure in the federal box and leaving the other two at their defaults charges the same tax twice. Your CPA can give you the real rates.
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.
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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