Estimate after-tax proceeds from selling your business. Accounts for Form 8594 allocation, Section 1245 recapture, federal LTCG, NIIT, and state taxes.
Purchase Price:
$
Form 8594 Asset Allocation
Goodwill & Intangibles:
$
Equipment / FF&E:
$
Inventory:
$
Non-Compete Covenant:
$
Accumulated Depreciation:
$
Other (Working Cap, Real Prop):
$
Deal Terms & Fees
Broker Fee:
%
Seller Note Amount:
$
Escrow:
$
Earnout (Expected Value)
$
Tax Profile
Entity Type:
Filing Status
State:
Other Income (Salary, K-1):
$
Net: $0
Taxes & Fees
Federal ordinary income tax
$0
Federal LTCG (20.0%)
$0
Net Investment Income Tax (3.8%)
$0
State tax
$0
Total estimated tax
$0
Effective tax rate
0%
Broker / advisor fee
$0
Total deductions (tax + fees)
$0
Summary
Purchase price
$0
Less: Seller note deferred
$0
Less: Escrow / holdback
$0
Cash at close (gross)
$0
Less: All taxes
$0
Less: Broker / advisor fees
$0
Net cash at close
$0
+ Seller note (contingent)
$0
+ Escrow release (contingent)
$0
+ Earnout expected value (at-risk)
$0
Total expected proceeds
$0
Additional Notes
QSBS / §1202 exclusion — up to $10M of C-corp gain may be federally tax-free if held 5+ years
Personal goodwill — under the Martin Ice Cream doctrine, personal relationships can be sold separately at LTCG rates even in a C-corp asset sale
Installment sale §453 — seller notes can spread gain recognition across the note term, reducing year-of-sale tax burden
338(h)(10) / F-reorganization elections — allow C-corp stock sales to be treated as asset sales for tax purposes, eliminating double taxation
§1250 recapture — real property sold above depreciated basis triggers ordinary income on the depreciation portion
State-specific rules — conformity to federal treatment varies significantly; some states have no preferential LTCG rate
AMT — Alternative Minimum Tax may apply in some situations