ICONIC

Free tool · Step 2 of your deal thread

How Much Will You Keep When You Sell Your Business?

This free business sale proceeds calculator shows what you actually keep after debt payoff, broker fees, and the capital gains tax you pay when you sell your business.

Estimated take-home after debt, fees, and taxes

$2,178,000

On a $3,000,000 sale, paying off $80,000 of debt and average industry tiered pricing, then long-term capital gains, leaves roughly 73% in your pocket.

The total price a buyer pays for the business. If you used the valuation calculator, this starts from your estimated range.
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Loans and other business debt that must be cleared at closing. It comes out of your check but does not reduce your taxable gain.
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Refine the estimate
What a broker or M&A advisor typically charges. By default we apply an average industry tiered schedule: 15% on the first $3M, then 10%, 8%, 6%, and 4% on each next $1M, and 3% above $7M. Auto · industry tiered
Roughly what you have invested in the business for tax purposes. A higher basis means a smaller taxable gain.
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The federal long-term capital gains rate applied to your gain. Most sellers pay 15% or 20%, depending on income.
An approximate top state rate on long-term gains. Most states tax gains as ordinary income; some tax none of it.

Deal structure

All cash pays you in full at close. A seller note spreads part of the price over time; it changes timing, not the math shown here.

All-cash at close: you receive the full amount when the deal funds.

Sale price $3,000,000
Debt payoff - $80,000
Brokerage fee - $450,000
Taxes (estimated) - $293,000
You keep $2,178,000

This estimate starts from your sale price, subtracts your debt payoff and an average industry tiered brokerage fee (15% on the first $3M, stepping down by tier to 3%), then applies long-term capital gains rates to the taxable gain (sale price minus selling costs and cost basis). Results are rounded to the nearest $1,000 because a calculator cannot be more precise than that. Deal structure, asset vs. stock sale, depreciation recapture, and your actual brackets all move the real number.

Estimates use typical fee and federal capital-gains assumptions. Not tax or financial advice; confirm with your CPA.

How this business sale proceeds calculator works

This tool answers the question behind every sale: how much will I get if I sell my business? It walks the same waterfall an advisor sketches in a first meeting: sale price, minus what must be paid off, minus fees, minus taxes. It doubles as a rough business sale tax calculator, and every figure is an estimate with its assumptions in view.

Start with the price

Everything keys off the sale price. If you have used our valuation calculator to gauge how much you should sell your business for, this tool starts from that estimate automatically; otherwise, set the slider to the number you have in mind.

Subtract payoff and fees

Debt on the business is cleared at close, and an average industry tiered fee is applied to the price: 15% on the first $3M, stepping down as deals get larger. Both reduce your check before taxes even enter the picture.

Estimate the taxes

We apply long-term capital gains rates, federal plus an approximate state rate, to your gain: price minus selling costs minus cost basis. What is left is the number that matters, and we round it to the nearest $1,000 because finer precision would be false.

Frequently asked questions

How much will I get if I sell my business?

Far less than the sale price, and that surprises most sellers. From the headline number you subtract any debt that must be paid off at close, brokerage and closing fees (often around 10% for a main-street sale), and capital gains taxes on your gain. The calculator above shows the whole waterfall; for many deals the take-home lands around two-thirds of the price.

If I sell my business, how much tax will I pay?

Most owners pay federal long-term capital gains (typically 15% or 20%) on the gain, which is the price minus selling costs and your cost basis, plus state tax in most states. This page works as a simple business sale tax calculator: set your state and basis in the refine panel to see the tax line move. Asset vs. stock sale and depreciation recapture can change the real bill, so confirm with your CPA.

What fees do I pay when selling a business?

The biggest is usually the broker or M&A advisor fee, commonly about 10% of the price for smaller deals and less as deals get larger. Add attorney and accounting fees, escrow and transfer costs, and sometimes lease-assignment or franchise-transfer charges. Good representation typically earns its fee back in a better price and terms, but it still comes out of gross proceeds.

What reduces my sale proceeds the most?

In order, for most deals: debt that has to be cleared at close, professional fees, and taxes. Debt is the one sellers most often forget, because it reduces your check without reducing your taxable gain. Cleaning up debt and planning the tax structure before going to market is where an advisor adds the most.

How does seller financing change what I take home?

A seller note does not change the total you are owed; it changes when you receive it. If you carry, say, 20% of the price as a note, that slice arrives over months or years, with interest, instead of at closing. It can widen the buyer pool and support a higher price, but you should plan cash needs around the at-close portion.

Next steps

Find the full free toolkit on the seller tools hub. Each one shares your deal thread for the session, so every step starts where the last one left off.