Asset sale
$2,852,840
Net: $5,647,160
Effective: 33.6%
Assumes 15% ordinary allocation.
Free tool — no sign-up required
Exit tax estimator
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.
Exit tax planning
Estimate what an exit actually nets you.
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.
Your numbers
Estimate
Estimated gain
$7,300,000
Total estimated tax
$2,852,840
Net proceeds
$5,647,160
Effective rate on sale price
33.6%
Federal LTCG (20%)$1,241,000
NIIT (3.8%)$235,790
Federal ordinary (37%)$405,150
State$970,900
Planning flags
- California applies an additional 1% mental health surtax over $1M — not modeled here.
Structure comparison
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.
Read next
Planning guide
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.
Deal structureAsset 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 planningWhen 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 planningQSBS §1202: The $10M 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 $10M in federal tax on a business sale.
Exit planningInstallment 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.