Everything You Need To Know About Taxes When Selling a Business

Team Acquira
-  November 1, 2023
What You’ll Learn:
  • How capital gains tax impacts your business sale profits.
  • Why state-specific taxes can vary your sale’s net proceeds.
  • What considerations are essential in the realm of income tax post-sale.
  • How strategies like the 1031 exchange can defer capital gains tax.
  • Which tax obligations come into play during a business sale.

You want to get maximum value when selling your business to make up for the years of hard work – so you’ll want to make sure you have a good sense of how taxes will impact the sale. 

This comprehensive guide dives deep into the world of taxes when selling your business, aiming to demystify the complexities and equip sellers with essential knowledge. 

From grasping the nuances of capital gains tax and state-specific burdens to decoding the intricacies of income tax, sellers have a lot to ponder. 

Beyond just understanding, it’s crucial to strategize. 

Let’s take a look at demystifying taxes when selling your business with an eye to minimizing what you will ultimately have to pay. 

From grasping the nuances of capital gains tax and state-specific burdens to decoding the intricacies of income tax, sellers have a lot to ponder.

Types of Taxes in Business Sales

capital gains tax on business sale

Navigating the sale of your business can be a challenging endeavor, particularly when it comes to understanding the array of taxes that come into play. 

As you consider selling your venture, it’s crucial to be aware of key tax obligations, including capital gains tax, income tax, and state-specific taxes, to get the most profit out of the deal possible.

Let’s take a look at those in more detail:

Capital Gains Tax on Selling a Business

Capital gains tax is added to the extra money you make when you sell something for more than what you paid for it. If your business is sold for more money than you put into it, this tax comes into play. 

For example, if you started your business with $100,000 and sold it for $500,000, you made a $400,000 profit, and this profit could be taxed.

There are two kinds of capital gains tax: short-term and long-term. 

If you owned your business for more than a year before selling it, your profit counts as a long-term gain. Usually, long-term gains are taxed between 0% and 20%, depending on how much money you make in a year. If you owned something for less than a year before selling, your profit is a short-term gain and gets taxed like your regular income, which could be a higher tax rate.

Also, it’s important to know that while the U.S. government has its own tax rates for these profits, some states add their own tax on top. For example, California has its own tax for this kind of profit. So, depending on where you live, you might pay a lot in taxes for these profits.

To pay less in taxes, you could spread out the sale over a few years or break down the sale price in a way that lets you write off some of the value over time. These strategies could help you save money on taxes.

Allocating a portion of the sale price to tangible assets, allowing for depreciation, can also be a way to offset some gains.

State-Specific Tax 

Business sale taxes vary widely in each state in the U.S. 

While the federal government sets consistent taxes across all states, your specific state’s tax laws can significantly impact the amount of money you take home from a business sale. 

States such as Florida, Texas, and Nevada, which do not impose a state income tax, tend to be more favorable for business sales. On the other hand, states like California and New York have higher state taxes on selling a business, potentially reducing your profits.

It is crucial to research and understand the tax regulations in your state. Some states may apply additional transaction or sales taxes on certain business assets during a sale. Being well-informed can help you navigate the process and potentially save on taxes.

Income Tax 

Apart from capital gains the, there’s also income tax, which applies to the money your business makes while it’s running. 

In the year you sell your business, you might earn a lot of money, possibly enough to put you in a higher tax bracket. 

This means you need to be careful and think about things like when to sell the business or maybe putting off getting some of the money from the sale until the next tax year. Doing this can help you handle your taxes on selling a business in a smarter way.

Strategies to Minimize Tax Liability on Selling a Business

There are several techniques and strategies that savvy business sellers use to reduce their tax liabilities.

One of the most popular tax deferral strategies is the 1031 exchange, which allows sellers to defer capital gains tax by reinvesting the proceeds from the sale into a like-kind property or business (more on this below). 

Every business sale is unique, and tax codes are notoriously complex. 

Consulting with a tax expert can ensure that you’re benefiting from all applicable deductions, credits, and deferral opportunities. 

They can provide insights tailored to your specific situation, from industry-specific deductions to credits you might not be aware of.

Here are some strategies for minimizing tax liability. 

Seller’s Discretionary Earnings (SDE)

SDE is a crucial metric in the sale of small businesses, representing the total earnings before the deduction of interest, taxes, depreciation, and owner’s compensation. 

By optimizing your SDE, you essentially increase the profitability of your business on paper, which can not only increase your business’s market value but also potentially reduce your tax liability. 

For example, if a business owner chooses to write off personal expenses through the business, removing these can enhance the SDE, leading to a higher sale price and potentially more favorable tax treatments.

Qualified Small Business Stock (QSBS)

For those who hold stock in a qualified small business, there are potential tax advantages under Section 1202 of the Internal Revenue Code. 

If certain conditions are met, sellers can exclude up to 100% of the capital gains from federal tax under QSBS

To qualify, the business must be a C Corporation, and the stock should have been held for more than five years. 

This provision can lead to substantial tax savings. 

For example, if you sell your business for a gain of $1 million and meet the QSBS criteria, you could potentially exclude the entire gain from federal taxation.

1031 Exchanges

A 1031 exchange, based on Section 1031 of the U.S. Internal Revenue Code, offers a strategy for business owners to defer capital gains tax by reinvesting proceeds from a sold business into another “like-kind” enterprise. 

This method has specific steps. 

First, you sell your business. Then, within a 45-day window, you identify one or several potential replacement businesses. The final acquisition of the new business must occur within 180 days of the initial sale. 

Throughout this process, a Qualified Intermediary holds onto the sale proceeds, ensuring the seller doesn’t directly access them, a key element for a valid exchange. 

Strict adherence to these guidelines is imperative; any deviations can jeopardize the tax benefits. 

Though this technique defers taxes, it’s not an elimination. 

Due to its complexity, seeking advice from a tax professional when considering a 1031 exchange is prudent.

Planning Ahead for Tax Efficiency

capital gains tax on selling a business

When selling a business, early and strategic planning is instrumental in mitigating tax liability. Such foresight not only paves the way for a smoother sale but can also yield substantial financial benefits. 

Here’s a step-by-step guide to gearing up for a sale and engineering the transaction for optimal tax efficiency:

  1. Assess Your Financial Position: Before you contemplate selling, review your business’s financial health. Understand your debts, assets, liabilities, and profits. This foundation will help dictate the most tax-efficient sale strategy.
  2. Determine Sale Goals: Establish clear objectives. Are you aiming for a quick sale, or can you wait for the right buyer to maximize value? Your timeline can influence the sale structure and its tax ramifications.
  3. Update Business Records: Ensure that all business financial statements and tax returns for at least the past three years are accurate and readily accessible. Clear records can expedite the sale process and reduce unforeseen tax liabilities.

Business Sale Structuring

The structure of your business sale can have varying tax outcomes. 

Here’s a brief overview:

  • Asset Sales: Here, individual business assets, like equipment or inventory, are sold. While this can be advantageous for buyers who may acquire assets at stepped-up basis values, sellers might face higher taxes due to gains often taxed as ordinary income rather than capital gains.
  • Stock Sales: The buyer purchases the company’s stock or membership interests. While simpler, it includes taking on all company liabilities. Sellers typically benefit from capital gains rates, which might be lower than ordinary income tax rates.
  • Mergers: Two companies combine to form a new entity. The tax implications vary based on the merger type, but it often allows for continuity of business operations and potential tax deferment options.
Read more: Everything You Need To Know About Asset Sale vs. Stock Sale

Consider Hiring Professionals

While it might be tempting to navigate the sale solo, enlisting professionals can be invaluable. 

Tax experts, with their intricate knowledge of ever-evolving tax laws, can pinpoint areas for potential savings and offer strategies tailored to your business. 

Legal professionals can ensure that sale agreements are watertight, safeguarding you from future disputes or unforeseen liabilities.

Acquira is very well versed in business sales and can help connect you with motivated buyers. Our industry experts can help get you a quick, straightforward exit that will maximize your value while maintaining your legacy. 


Is it Hard to Sell a Business? 

The difficulty of selling a business depends on its financial health, industry trends, and market demand. While some businesses may attract buyers swiftly due to high profitability or niche positioning, others might require more time and marketing efforts.

How Long Should You Own a Business Before Selling? 

There’s no fixed period, but typically, business owners sell after they’ve established a steady income stream, built a strong customer base, and enhanced the business’s value. However, external factors, personal circumstances, or strategic decisions can influence the timing. 

How Can I Make My Business More Attractive to Buyers? 

Boosting your business’s appeal involves showcasing a consistent income stream, a loyal customer base, trained employees, and a clear growth potential. Keeping meticulous financial records also adds credibility and attracts serious buyers.

How do you Calculate Sale Price? 

Calculating a business’s sale price involves assessing its assets, liabilities, earnings, market conditions, and industry multipliers. Usually, factors like profit margins, growth prospects, and competitive position also influence the final valuation.


Having a holistic understanding of how different taxes, like capital gains and state-specific taxes, impact a sale can significantly influence your thought process when selling your business. 

By being proactive and integrating savvy strategies like the 1031 exchanges or the benefits of QSBS, you can substantially reduce your tax liabilities. 

If you’re thinking about selling your business, Acquira can help. In fact, we buy companies that meet our investment criteria. And if you fall outside of that spectrum, we also specialize in connecting sellers with genuinely motivated buyers, ensuring that the acquired businesses flourish and grow under new ownership. 

Regardless of who you sell to, our unique approach ensures the preservation of the company’s culture, values, and team. 

To see if you’re company is ready to sell, fill out the simple valuation form below.

Key Takeaways

  • Capital gains tax is applied to the profit from asset appreciation.
  • State taxes on selling a business differ widely across the U.S.
  • 1031 exchanges allow deferral of capital gains tax with specific steps.
  • Early and strategic planning optimizes tax efficiency during a sale.
  • Acquira can simplify the sales process and maximize value.

What's My Business Worth?
Subscribe to our YouTube Channel
Join Our Weekly Newsletter

Dive into these Highlighted Acquisition Narratives

running workshop

How To Run Great Workshops

What You’ll Learn The purpose and ideal cadence for regular workshops The most effective way to run a workshop Who

Join Our Weekly Newsletter
Join Our Weekly Newsletter