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Business Owners calculator

Business Sale Net Proceeds Calculator

If I sell my business, how much money might I actually keep?

Estimate the cash that may remain after sale costs, business debt, and taxes.

How to use it

Start with the numbers you know.

Estimates are okay. Nothing is submitted when you calculate.

What this calculator estimates

Estimate the cash that may remain after sale costs, business debt, and taxes.

Question-mark icons explain less-obvious terms. Hover, focus, or tap them for plain-English help.

The sale

Expected sale price

Banker, legal, and other sale costs

Business debt paid at closing

Debt lowers the cash you keep. It may not lower the gain used to estimate tax.

Tax estimate

What you have invested for tax purposes

This is often called tax basis. A CPA can help find it.

Gain that may be taxed like regular income

This may include depreciation recapture or certain assets. Use zero if you do not know, then flag it for review.

Adjust assumptions

Defaults are prefilled. Review returns, timing, costs, and rates before relying on this estimate.

Tax rates

Federal tax rate on regular income

Federal tax rate on long-term gain

Extra federal investment-income tax

Whether this applies can depend on income and whether you work in the business.

State and local tax rate

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Start with the decision

If I sell my business, how much money might I actually keep?

A headline sale price is not the amount an owner keeps. This calculator separates transaction costs, company debt, tax basis, gain that may be taxed like regular income, capital gain, and state tax so you can see which deal facts need a closer review before a sale.

Before you act on the number

See what the result means—and what could change it.

How to read it

Focus first on cash that may remain, not the headline sale price.
Ask which part of the gain may be taxed like regular income.
Run more than one deal structure because a stock sale and asset sale can differ.

What could change the answer

A formal business valuation or buyer offer
Earnouts, rollover equity, installment sales, or working-capital adjustments
A final asset-allocation schedule or Form 8594
Entity-level tax, state allocation, or every deduction and credit

What to take forward

Bring your CPA and attorney the debt payoff, tax basis, and draft deal terms. Ask which facts change cash at closing and which change taxable gain.

Transparent method

How the estimate works

See how the estimate is calculated

Start with the expected price, then subtract banker, legal, and other transaction costs to estimate the amount received for tax purposes.

Compare that amount with tax basis, then separate gain that may be taxed like regular income from gain that may receive long-term capital-gain rates.

Subtract estimated tax and debt paid at closing to show the cash that may reach the owner under this one scenario.

Illustrative example · not a client case

A $15 million sale is not $15 million in your pocket

A business owner expects a $15 million price, $750,000 of sale costs, $2 million of debt, and $1 million of tax basis. Assume $500,000 of ordinary gain, federal rates of 37% on ordinary gain and 20% on long-term gain, 3.8% NIIT on the modeled capital gain, and 5% state tax on the total gain. These are scenario assumptions, not a determination of tax owed. The model estimates $3,882,000 of tax and $8,368,000 of net cash; debt reduces cash but does not reduce this simplified taxable-gain calculation.

Illustrative calculation
Sale price	$15,000,000
Less sale costs	−$750,000
Less debt paid at closing	−$2,000,000
Taxable gain (price − costs − $1M basis)	$13,250,000
Estimated tax using the stated rates	−$3,882,000
Illustrative net cash	$8,368,000

One assumption worth testing

Keep every assumption above fixed and increase debt paid at closing from $2 million to $3 million. Estimated net cash falls from $8,368,000 to $7,368,000. In this simplified model, the tax estimate stays the same.

What the numbers cannot settle

The calculator cannot establish your actual tax basis, purchase-price allocation, or closing adjustments.

Common questions

Frequently asked questions

Why is business debt separate from tax basis?

Debt paid at closing reduces the cash you keep. It does not automatically reduce the gain used to estimate tax. The loan and deal documents need review.

Why does an asset sale matter?

A business may contain equipment, customer lists, goodwill, inventory, and other assets. Different parts of the price can receive different tax treatment.

Does the calculator cover a stock sale?

It can show a rough stock-sale scenario, but company type, ownership, buyer terms, and special tax rules can change the answer.

What should I do before accepting an offer?

Ask for side-by-side estimates of the deal structure, price allocation, debt payoff, fees, taxes, and cash timing before signing binding terms.

Sources

Rules and references behind this calculator

See every published value

Method referenceIRS: Sale of a businessPublic source used to define this calculator's method and limitsOpen source

Method referenceIRS Publication 544Public source used to define this calculator's method and limitsOpen source

Want the fine print? See sources, methods, and limits.