Business Sale Proceeds Calculator
See what actually lands in your pocket from a sale after broker fees, legal costs, debt payoff, and holdbacks — before income tax, because proceeds ≠ take-home.
Written by Dorothy Ibrahim, 10+ years in banking & finance
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How we calculate this
This calculator shows what actually lands in your pocket from a business sale after broker fees, legal and accounting costs, debt payoff, and other closing costs — before income tax. Sellers routinely anchor on the headline price and are surprised at close; the deduction waterfall here makes each bite visible. If part of the price is a seller note or earnout, it also separates cash at close from total proceeds.
The formulas
- Broker fee
- sale price × broker fee %Lower-middle-market rule of thumb: 8–12% of the sale price.
- Net proceeds before income tax
- sale price − broker fee − legal & accounting fees − debt payoff − other closing costs
- Cash at close
- net proceeds − amount held back (seller note / earnout)Only differs from net proceeds when part of the price is deferred.
Worked example
- Say the sale price is $1,200,000 with a 10% broker fee, $25,000 of legal and accounting fees, $200,000 of business debt to pay off, $10,000 of other closing costs, and nothing held back.
- Broker fee = $1,200,000 × 10% = $120,000.
- Net proceeds before income tax = $1,200,000 − $120,000 − $25,000 − $200,000 − $10,000 = $845,000.
- With no seller note or earnout, cash at close equals the full $845,000 — but this is still before income tax, so the take-home number is smaller (run the Capital Gains on Business Sale calculator next).
Rates, benchmarks & sources
- Typical business-broker success fee of 8–12% of the sale price; the tool flags fees outside that band. — Lower-middle-market broker fee convention (rule of thumb)
Figures current as of 2026-07-02. See our methodology & editorial standards for how constants are versioned and verified.
What this tool doesn’t model
- This is proceeds before income tax — depreciation recapture, capital gains, and NIIT can take a large further bite; run the Capital Gains on Business Sale calculator for the tax estimate.
- Fee structures vary: many brokers use tiered (Lehman-style) scales, minimum fees, or retainers rather than a flat percentage, and attorney costs depend heavily on deal complexity.
- Does not model working-capital adjustments, escrow holdbacks for indemnification, or prorations, all of which move cash at close in real transactions.
- A seller note or earnout entered as held back is counted at face value here — its real, risk-adjusted worth is lower (see the Earnout calculator).
Frequently asked questions
Why is my take-home so much less than the sale price?
Four deductions stack up before you see a dollar: the broker fee (8–12% of price is the lower-middle-market rule of thumb), legal and accounting fees, payoff of business debt the buyer is not assuming, and miscellaneous closing costs. In the default example those turn a $1,200,000 price into $845,000 — and income tax still comes after that. Proceeds are not take-home.
Is a 10% broker fee normal?
For Main Street and lower-middle-market deals, success fees of 8–12% of the sale price are the common rule of thumb, with smaller deals toward the high end and larger ones negotiated down or onto tiered scales. Fees are negotiable and structures vary — flat percentage, tiered (Lehman-style), or retainer plus success fee — so compare engagement letters before signing.
Does the business debt really come out of my proceeds?
Usually, yes. In most small-business sales the buyer purchases the assets free and clear, so loans, lines of credit, and equipment financing secured by the business are paid off at closing out of the purchase price. If the buyer assumes a specific debt, that changes the price negotiation instead — either way, the debt is economically yours until the deal accounts for it.
What happens to the part of the price held back as a seller note or earnout?
You do not receive it at close — you receive it over time, if the buyer pays and (for earnouts) if performance targets are hit. This tool subtracts the held-back amount to show true cash at close, but it counts the holdback at face value in total proceeds. Earnouts in particular pay out fully less often than sellers expect; use the Earnout calculator to see a probability-weighted value.
Does this estimate include the taxes on my sale?
No — this tool stops at net proceeds before income tax, on purpose, because transaction costs and taxes are different problems. Federal tax depends on asset-vs-stock structure, depreciation recapture, your capital-gains bracket, and possible QSBS exclusion, and state tax varies on top of that. Run the Capital Gains on Business Sale calculator for the federal estimate, and involve a CPA before signing anything.
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themoneysheet provides educational estimates, not financial, tax, or legal advice. Figures use published rates and formulas current as of the date shown, but your situation may differ. Consult a qualified professional (CPA, attorney, or licensed advisor) before making financial decisions.