What You Actually Keep When You Sell Your Business

Sale price is not what you keep

The number in the purchase agreement and the number that lands in your account are rarely the same. Between them sits a closing-statement waterfall: sale price − broker commission − legal/accounting/closing fees − existing debt payoff − any carried seller note = cash at closing. Every one of those subtractions is real money leaving before you see a dollar, and skipping any of them when you plan is how sellers get surprised at the closing table.

Broker commission is a convention, not a rule

Business broker commissions aren’t set by law or by any regulatory body — every engagement is negotiated. Per BizBuySell’s published broker-fee guide, the common range for businesses selling in the $100,000–$1,000,000 band is 10–15% of the sale price, with flat fees more common under $100,000 and a reduced percentage typical on the portion of price above $1,000,000. Our calculator defaults to 10% — the bottom of that range — as an editable starting point, not a quoted fee; get your actual number from your own engagement letter.

The fees nobody budgets for

Beyond commission, a sale typically carries attorney fees for drafting and reviewing the purchase agreement and closing documents, accounting fees for preparing deal financials and advising on structure, and transfer/closing costs — escrow fees, lien releases, lease-assignment or landlord consent fees, franchise transfer fees, license transfers. These vary enormously by deal complexity and region, which is exactly why a responsible calculator leaves them blank for you to fill in rather than guessing on your behalf.

Debt payoff comes off the top

Any existing business debt — a term loan, a line of credit, equipment financing — is typically paid off directly at closing, before the seller receives anything. A business that looks like it’s selling for a healthy price can still net the seller very little if it’s carrying meaningful debt; the payoff amount belongs in your math from the start, not as an afterthought.

A seller note splits your proceeds across time

If you’re carrying a seller note — financing part of the price yourself so the buyer can afford the deal — part of your “proceeds” isn’t cash today. It’s a promise to pay, collected over years, carrying its own risk if the buyer’s business struggles. Cash at closing and total proceeds are different numbers whenever a note is involved, and conflating them overstates what you actually have in hand the day the deal closes.

Why this stops before taxes

We deliberately don’t compute a tax bill. The actual tax owed on a sale depends on the purchase-price allocation across asset classes (reported on IRS Form 8594), your entity type, your basis in the business, and your state — variables specific enough to your situation that a generic calculator guessing at them would be misleading rather than useful. That’s a limitation we’d rather state plainly than paper over with a fake number.

Walk through your own price, fees, debt, and note in the Business Sale Net Proceeds Calculator to see cash at closing broken out line by line.

This guide is for informational purposes only. It is not financial, legal, or business-brokerage advice, and it is not a formal valuation or appraisal. What a business actually sells for is set by a specific buyer, a specific lender, and a specific deal — no article or calculator can know that in advance, and we say so instead of pretending otherwise.

Last reviewed: July 2026 · Against BizBuySell's broker-fee guide and IRS Form 8594.