Free tool
Asset deal, stock deal, installment sale — three structures, one screen. Enter your numbers and see what you actually net in each scenario. The gap on a $3M sale is often $300K–$500K, and it’s set in the letter of intent.
Estimates only — not tax advice. Every deal has facts that change the number. Talk to a CPA before signing.
Enter your deal inputs below. The three columns update live as you adjust.
Net proceeds
$2,006,500
Buyers prefer this structure — it gives them a stepped-up basis on each asset.
Highest net
All gain treated as long-term capital gain. No recapture allocation. Adjust QSBS above if applicable.
Net proceeds
$2,072,500
Sellers prefer this — all gain taxed at capital gains rates, no recapture.
Highest net
Net proceeds (total)
$2,072,500
Defers tax — but total bill is similar to a stock deal, spread over time.
Key insight
The gap between an asset deal and a stock deal on this sale is $66,000.
This decision is typically made in the LOI — after that, it’s locked in. Buyers almost always push for asset deals because of the stepped-up basis. Knowing the gap before you negotiate is how sellers protect it.
Before the LOI
Model this for your actual deal.
These numbers are directional. The real answer depends on your entity structure, depreciation history, and how the purchase agreement allocates the price. Talk with Matt before you sign anything.
Estimates only. Actual tax depends on asset allocation negotiated in the purchase agreement, your basis, depreciation history, and state law. This model uses simplified assumptions: federal LTCG 20%, NIIT 3.8%, ordinary income at your selected bracket rate, California 13.3% on all gain (CA does not conform to §1202 QSBS or treat capital gains preferentially), other states estimated at 5%. California’s 1% mental health surtax on income over $1M is not modeled. QSBS exclusion capped at $15M (OBBBA). Installment sale total tax equals stock deal total — the benefit is timing, not reduction. Results are illustrative estimates only and do not constitute tax, legal, or investment advice. Consult a CPA before signing.
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Read State taxCalifornia Tax When Selling a Business: What Owners Should Know
How California treats the gain on a business sale, what residency really requires, and where planning still moves the number.
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