The sale of a business is a complex process that may involve several legal and tax considerations. This article will explore the taxes associated with the sale of a business, with a special focus on federal and state taxes.

When You Sell a Business, How Is It Taxed?

Yes, taxes are typically owed on the sale of a business. The primary tax you should be concerned with is the capital gains tax. The capital gains tax rate is determined by your income level and will vary based on the amount of profit earned from the sale. Most of the assets trigger capital gains, which are taxed at favorable tax rates. But the sale of some assets, such as inventory, produce ordinary income that is taxed at your normal income tax rate.

From a tax perspective, sellers may prefer a stock sale because the gain on the sale will likely be taxed as long-term capital gains at a top current federal rate of 20%. However, the seller should consult with a tax advisor to ensure that the tax situation will be beneficial for them.

What Other Types of Taxes Should I Consider?

You will be taxed on the profit you make from selling the business. You may be able to control the timing through the terms of the deal, but the IRS will consider any sale of a business a taxable event. You may also be subject to other taxes, such as:

  • Local business taxes
  • State sales taxes
  • Income taxes
  • Inheritance taxes
  • Gift taxes

What Can I Do to Minimize My Tax Liability?

It’s important to structure the sale of a business in a way that will minimize the seller’s tax liability. A seller can work with a business broker and a tax advisor to ensure that the sale is structured properly to maximize profits and minimize taxes. The seller may also be able to take advantage of tax incentives, such as the Section 1031 exchange, which allows for the deferral of capital gains taxes on the sale of a business.

It’s also important to keep accurate records of all transactions related to the sale of the business. This will help to ensure that the correct amount of taxes are paid and will make the tax filing process much simpler.


The sale of a business is a complex process with many tax considerations. It’s important to structure the sale in a way that will minimize the seller’s tax liability and to keep accurate records of all transactions. For more information on selling a business and the associated taxes, visit, a great resource for answers to all your questions about selling a business and about business brokers.

What is the best way to not have to pay taxes when selling a business?

You can take advantage of the rollover exclusion if you are a business owner who has owned and operated your company for a minimum of five years before selling it for either cash or stock. This will allow you to avoid having to pay taxes on a certain amount of your income.

Is the profit from selling a business considered income?

The profit made off of the sale of the business’s assets will likely be taxed with the capital gains rate, while the money earned through a consulting agreement will be considered ordinary income.

What is the process for determining capital gains on the sale of a business?

Calculate your total profit. This is done by subtracting the amount you paid for the asset from the sale price, minus any costs associated with the sale. The result is the amount of money you made on the transaction. If the number is positive, you have a capital gain.

What is the outcome of getting rid of a company’s monetary assets?