Asset sale
$2,852,840
Net: $5,647,160
Effective: 33.6%
Assumes 15% ordinary allocation.
A starting point for understanding what a business sale will cost in taxes. Adjust the inputs and see federal and California estimates side by side.
Estimates only — not tax advice. Every deal has facts that change the number. Talk to a CPA before acting.
Read next
The Business Exit Tax Planning Guide
Asset sale vs. stock sale, QSBS eligibility, installment elections, and California exit tax — the decisions that determine how much you actually keep.
Exit & valuationAsset Sale vs Stock Sale: What Business Owners Actually Pay
A plain-English comparison of how each structure taxes the same exit — and why buyers and sellers usually want opposite things.
Exit & valuationWhen and How to Start Planning a Business Exit
Exit planning should start years before a sale. Here's what to work on first and how the CPA, advisor, and M&A team need to align.
Exit & valuationQSBS §1202: The $15M Tax Exclusion Most C-Corp Founders Have Never Checked
How the §1202 exclusion works, who qualifies, and the five-question check that could save C-corp founders up to $15M in federal tax on a business sale (for shares issued after July 4, 2025).
Exit & valuationInstallment Sales: How to Spread a Business Sale Tax Bill Over Multiple Years
What an installment sale is, how the gross profit percentage works, and the §1245 recapture front-loading problem most sellers don't know about until it's too late.
Exit tax planning
Use this as a starting point, not a final answer. Adjust the inputs to see how sale structure, state, and QSBS eligibility move the number. Educational illustration only — not tax, legal, or investment advice.
Estimate
Estimated gain
$7,300,000
Total estimated tax
$2,852,840
Net proceeds
$5,647,160
Effective rate on sale price
33.6%
Planning flags
Structure comparison
Asset sale
$2,852,840
Net: $5,647,160
Effective: 33.6%
Assumes 15% ordinary allocation.
Stock sale
$2,708,300
Net: $5,791,700
Effective: 31.9%
No ordinary allocation; QSBS if toggled.
Installment
$2,852,840
Net: $5,647,160
Effective: 33.6%
Same total tax, spread over 5 yrs.
Educational estimate only. This calculator uses simplified assumptions: top federal LTCG rate of 20%, NIIT 3.8%, federal ordinary 37%, California 13.3% (other states as shown above). California’s additional 1% mental health surtax on income over $1M is not modeled. It ignores AMT, other state-specific surtaxes, phase-outs, deductions, credits, and the full QSBS rules. Results are illustrative estimates only — not projections or forecasts — and do not constitute tax, legal, or investment advice. Consult a qualified CPA and adviser before acting on any exit decision.