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Autarky Tax and Accounting
Business Sale Tax Calculator

Asset Sale vs. Stock Sale Tax Calculator

Model the federal tax cost of selling your business under an asset sale or stock sale structure. See how entity type, asset allocation, and holding periods drive the difference.

Inputs

Used to calculate NIIT threshold

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Asset Sale Allocation

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$
$

Remaining book value after depreciation

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$
$

Personal goodwill — taxed as LTCG

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$
$

Stock Sale

Total price is the sum of asset allocations above

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Total sale price: $1,400,000

Stock sale saves $55,800 in federal tax vs. asset sale

Federal income tax only — state taxes not included

Asset Sale

Ordinary income tax$166,500
§1250 unrecaptured (25%)$75,000
Long-term capital gains tax$80,000
Net Investment Income Tax$43,700
Total federal tax$365,200
Effective rate on proceeds26.1%
Net after-tax proceeds$1,034,800

Stock Sale

Ordinary income tax$0
Long-term capital gains tax$260,000
Net Investment Income Tax$49,400
Total federal tax$309,400
Effective rate on proceeds22.1%
Net after-tax proceeds$1,090,600

Asset Sale — Income Character Breakdown

Ordinary income$450,000
§1250 unrecaptured (25% rate)$300,000
Long-term capital gain$400,000
Total gain$1,150,000

This calculator provides federal income tax estimates only. It does not account for state income tax, AMT, installment sale elections, §453 deferral, §338(h)(10) elections, §336(e) elections, transaction costs, or post-closing adjustments. Results are for educational purposes and do not constitute tax advice. Consult a qualified tax professional before structuring any business sale.

Structure Your Sale Before You Sign the LOI

The difference between an asset sale and a stock sale can be hundreds of thousands of dollars. We model both structures, negotiate allocation, and represent you through closing.

Schedule a Business Sale Consultation