Short answer
- Fees, professionals, debt payoff, deposits and taxes can take 25% to 40% of the headline price.
- Florida has no personal state income tax, but federal tax and deal structure still drive the biggest line.
- Run the calculator below before you set a price.
The short version
Most owners plan around the headline price. What you actually keep is the price minus five things: the advisor's fee, your attorney and CPA, debt payoff, working capital or deposit adjustments, and taxes. On a typical deal, those can take 25% to 40% of the headline before you see a dollar. Run your own numbers in the calculator below, then read what drives each line.
Seller net proceeds calculator
1. Advisor or broker fees
Business brokers are usually paid a success fee at closing. Published benchmarks commonly cite 8% to 15% for smaller deals, with declining tiers on larger ones, and some firms add minimum fees or retainers. The contract terms often matter more than the rate: what the fee is calculated on (including seller notes you haven't been paid yet), tail clauses and exclusivity. My guide to business broker fees in Florida covers what to negotiate.
2. Attorney, CPA and other professionals
| Cost | Typical range | Notes |
|---|---|---|
| Your attorney | Low five figures for most deals under $5M | Published small-deal figures start around $2,500 to $5,000, but any deal with SBA financing, a seller note and a lease assignment usually runs higher. Get a fixed quote. |
| CPA: financial statements and tax planning | $1,000 to $5,000 for statements; more for planning | Tax planning on the allocation pays for itself on almost every deal. |
| Valuation or sell-side QoE (optional) | Appraisals start around $5,000; QoE often $5,000 to $15,000 under $5M | The buyer's lender orders its own; a sell-side review is about finding problems first. |
| Escrow, lien searches, filings | A few thousand dollars | Includes Sunbiz filings and UCC releases. |
3. Debt payoff and liens
In an asset sale, the buyer gets the assets free and clear. Your bank loans, equipment financing and any liens get paid from your proceeds at closing. If you bought the business with an SBA loan yourself, that payoff is often the biggest line on the closing statement.
4. Working capital, deposits and holdbacks
- Customer deposits. If customers paid you for work not yet done, the buyer will expect a credit at closing. In construction and home services, this can be large.
- Working capital peg. If the business delivers less working capital than agreed, the price drops dollar for dollar. See how the peg works.
- Tax holdback. Under Florida Statute 213.758, buyers can be liable for your unpaid state taxes, so they often hold back part of the price until you produce a Department of Revenue compliance certificate.
- Seller note. Money you lend the buyer isn't cash at closing. If it's on full standby behind an SBA loan, you may not see payments for about ten years.
5. Taxes
Florida has no personal state income tax, which helps a lot. Federal tax still applies: long-term capital gains on goodwill, ordinary income on depreciation recapture, and, for C corporations, Florida's 5.5% corporate tax plus a second layer when proceeds are distributed. The allocation of the price across asset classes on IRS Form 8594 changes your bill, so negotiate it in the LOI. Florida documentary stamp tax of $0.35 per $100 applies to promissory notes, capped at $2,450 for unsecured notes. See how to sell a business in Florida for the full list.
A worked example
With the calculator's default numbers, a $2,000,000 sale with a $100,000 seller note, $150,000 of debt, an 8% fee, $27,500 of professional costs and a 20% blended tax rate on the gain leaves the owner about $1.36M, or roughly 68% of the headline price, with $92,000 of it arriving later through the seller note. Change one assumption, like the fee base or the tax rate, and the number moves by tens of thousands.
FAQ
How much does it cost to sell a business?
Typically 25% to 40% of the headline price goes to fees, professionals, debt payoff, adjustments and taxes, depending on the deal. Broker success fees are commonly 8% to 15% on smaller deals.
Who pays closing costs when selling a business in Florida?
Each side usually pays its own advisors and attorney. The seller pays off its debt and liens, and the buyer pays its financing costs. Florida doc stamps on promissory notes are typically paid by the borrower.
How much tax do I pay when I sell my business in Florida?
Florida has no personal state income tax. Federal tax applies: capital gains on goodwill, ordinary income on depreciation recapture, and two layers for C corporations. Your CPA should model it before the LOI.
Sources
- Cost to sell a business (BizBuySell)
- Business broker fees 2026 (Investors Club)
- QoE cost (WebAcquisition)
- Successor liability, s. 213.758 (Brewers Law)
- Florida documentary stamp tax (DOR)
- Florida corporate tax (Zenind)
This guide is general information, not legal, tax or lending advice. SBA rules and Florida law change; confirm current terms with your lender, attorney and CPA.