Net proceeds calculator
The Closing Statement, Before You’re at the Table
The sale price is the headline; the wire transfer is smaller. Enter the price and your deal’s costs — every fee is your editable input, not our data — and see what clears to you at closing, what arrives later on a seller note, and exactly where the math stops: before taxes, on purpose.
The sale
The headline number — what the business sells for. Everything below comes out of it.
The agreed or expected price for the business. No price yet? The valuation calculator gives you a starting estimate.
Broker commission
Convention, not a quote — commissions aren’t set by law, and every engagement is negotiated. Change it to your number.
The most common range is 10–15% for businesses sold between $100,000–$1,000,000 (BizBuySell's broker-fee guide). Under $100K, flat fees are common; over $1M, a reduced rate on the excess. Selling without a broker? Set it to 0.
Deal fees & closing costs
All optional, all yours to fill in — these vary too much by deal and region for any default to be honest.
Drafting and reviewing the purchase agreement, lease assignment, and closing documents. Varies by deal and region — ask for a quote.
Preparing deal financials for diligence and advising on the sale's structure. Varies by how clean the books are.
Escrow or closing-agent fees, lien releases, lease-assignment or landlord consent fees, franchise transfer fees, license transfers.
What the business owes
In an asset sale — the Main Street norm — liens on the business have to be cleared at or before closing, so payoff comes out of your proceeds.
Loan balances, lines of credit, and equipment liens the sale has to clear. Get exact payoff figures from each lender.
Seller financing
Carrying part of the price as a note doesn’t reduce what the deal pays you — it changes when you get it.
The amount you finance for the buyer, collected over the note’s term with interest. Common on Main Street deals — and standard in SBA-financed ones.
Estimated net proceeds · before taxes
Enter a sale price — the closing statement builds here, line by line.
Before taxes, on purpose
What you keep after taxes depends on how the price is allocated across asset classes (IRS Form 8594), your entity type, your basis, and your state — none of which a sale price can reveal. Talk to a CPA before you accept an offer; the allocation is negotiated with the buyer, and it moves your tax bill.
Every figure above is your input or a stated convention — nothing here is a quote for your deal. Informational only, not professional, legal, or tax advice.
Methodology
The arithmetic is a closing statement’s: sale price, minus the broker’s commission, minus attorney, accounting, and transfer/closing costs, minus the payoff of debt secured by the business, equals estimated net proceeds before taxes. If part of the price is carried as a seller note, that amount is split out of cash at closing — it’s price you collect later, not a cost.
Unlike our valuation and SBA tools, almost nothing on this page is published data — transaction costs are negotiated deal by deal. So every fee here is an editable input, and the one default we do supply is labeled as convention: broker commissions are not set by law, and the most commonly published custom is 10–15% of sale price for businesses sold between $100,000–$1,000,000, flat fees below that band, and a reduced rate on the excess above $1 million (BizBuySell's broker-fee guide). The calculator starts at 10% — the bottom of that range — and the number is yours the moment you touch it.
The tool stops before taxes deliberately. In an asset sale — the Main Street norm — the buyer and seller must each file IRS Form 8594 allocating the purchase price across asset classes under Section 1060, and that negotiated allocation — together with entity type, basis, and state — is what determines the tax on each dollar of proceeds. A calculator that can’t see the allocation can’t honestly estimate the tax, so this one doesn’t pretend to.
Limits
- The commission default is a convention, not a quote. Real engagements vary: many brokers set minimum fees, some charge upfront or retainer fees, and co-brokering splits are negotiated — read the listing agreement.
- Deal-specific items this tool doesn’t enumerate — escrow holdbacks, inventory and payroll prorations, working-capital adjustments, earnouts — can move cash at closing materially. Fold estimates into the closing-costs line, or model them with your attorney.
- The seller note is shown at face value. Interest income, the note’s terms, default risk, and any SBA standby requirement (which can bar payments for the life of the buyer’s loan) aren’t modeled — our SBA deal check covers the standby rule from the buyer’s side.
- Debt payoff figures should come from each lender — accrued interest and prepayment terms mean the payoff amount usually differs from the statement balance.
- No tax of any kind is computed: not federal or state income tax, not depreciation recapture, not transfer or sales taxes where they apply. That’s a boundary, not an oversight — see the methodology above and a CPA before you accept an offer.
Sources: BizBuySell, Understanding Business Broker Fees; IRS, About Form 8594, Asset Acquisition Statement Under Section 1060
Last reviewed: July 2026. This calculator is informational only — not professional, legal, or tax advice, and not an opinion of value.
Frequently asked questions
How much does a business broker charge to sell a business?
There is no set rate — broker commissions are negotiated per engagement and governed by regional custom, not law. The most commonly published convention: 10–15% of the final sale price for businesses sold between $100,000–$1,000,000. Below $100,000, flat fees are common (a broker may quote $10,000–$15,000 regardless of the percentage math). Above $1 million, sellers often negotiate a reduced rate on the excess — for example 10% on the first $1 million and 8% above it. The seller generally pays the commission at closing, and when the buyer brings their own broker, the two brokers typically split it rather than charging the seller twice.
What does “net proceeds” mean when selling a business?
Net proceeds is what clears to you from the sale price after transaction costs: the broker's commission, attorney and accounting fees, transfer and closing costs, and the payoff of any debt on the business. It is not the same as cash at closing — if you carry a seller note, part of your proceeds arrives over the note's term rather than at the table. And it is a pre-tax figure: what you keep after taxes depends on how the price is allocated, your entity type, and your state.
Do I have to pay off my business loans when I sell?
In an asset sale — how most Main Street businesses change hands — yes, as a practical matter. The buyer expects the assets free and clear, so loan balances, lines of credit, and equipment liens secured by the business get paid off at or before closing, usually straight out of the sale proceeds on the closing statement. SBA-financed buyers can't close without lien releases. Get exact payoff figures from each lender ahead of time; the balance on your statement isn't always the payoff amount.
How much tax will I pay when I sell my business?
This calculator doesn't compute it, because the sale price alone can't answer it. In an asset sale, you and the buyer must allocate the purchase price across asset classes on IRS Form 8594 (both sides file it, and the allocations must match) — and that allocation decides how each dollar is taxed: gain on goodwill is generally treated differently from gain on equipment, which may be taxed differently again from amounts tied to inventory or a consulting agreement. Add entity type, your basis in the assets, and state tax, and the honest answer is: have a CPA model it before you accept an offer, while the allocation is still negotiable.
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