Capital Gains on Selling A Business | A Comprehensive Guide 

Selling your business is a milestone decision that comes with both financial opportunities and tax implications of selling a business. Whether you’re a first-time seller or a seasoned entrepreneur, understanding how capital gains on selling a business are calculated can help you retain more of your hard-earned profits. For California business owners in particular, the CA state capital gains tax rate can make a significant difference in your net proceeds. This article will explain what capital gains are, how they are taxed, and how to lower your capital gains obligation when you sell your business.

What Are Capital Gains Taxes in Business Sales?

When you sell an asset like a business for more than what you initially paid (including improvements and investments), the difference is called a capital gain. Unlike ordinary income, capital gains tax on selling a business is usually taxed at a lower rate, which makes it crucial to understand how the system works.

For example, the IRS categorizes gains into two main types:

• Short-term Capital Gains: You can be liable for short-term capital gains taxes at your ordinary income tax rate (up to 37%) if you have owned the asset for less than a year.


• Long-term capital gains apply if the asset has been held for more than a year and are usually taxed at 15%-20%, depending on your income bracket.

If you’re in California, it’s important to note that the California real estate capital gains tax and CA state capital gains tax rate can increase your overall liability, making tax planning even more critical.

How Are Capital Gains Calculated When Selling a Business?

The process of determining capital gains on selling a business involves three key steps. First, you calculate your basis; for example, you determine the business value plus any improvements or additions you’ve made to the company. Second, you subtract your basis from the final sale price to determine your profit. Finally, depending on whether the gain is short-term or long-term, you apply the appropriate tax rate. 

For instance, if you sell your business for $2 million and your basis is $500,000, your capital gain will be $1.5 million. At a 20% federal tax rate, you’d owe $300,000. On top of that, state-specific taxes like the CA state capital gains tax rate could add to your liability.

This example shows why strategic tax planning is essential when considering the tax implications of selling a business.

Capital Gains Tax Rates Comparison

Type of Gain	Federal Tax Rate (2025)	CA State Tax Rate (2025)	Total Possible Tax Burden
Short-Term (Held < 1 year)	Ordinary Income (10%–37%)	Up to 13.3%	As high as 50%+ combined
Long-Term (Held > 1 year)	15%–20%	Up to 13.3%	28%–33% combined
California Real Estate Sales	15%–20% federal + NIIT	Up to 13.3%	Often > 30% total

California Capital Gains Rules: What Business Sellers Should Know

When considering capital gains on selling a business in California, sellers must pay attention to both federal and state rules. The California Franchise Tax Board (FTB) treats capital gains as regular taxable income, meaning the CA state capital gains tax rate can reach up to 13.3%, the highest in the nation. Unlike federal rules, California does not differentiate between short-term and long-term capital gains; both are taxed at the same personal income rate.

According to FTB data, California business owners often face an effective combined rate (federal + state) between 28% and 35%, depending on income brackets. This highlights the importance of tax planning strategies like installment sales, charitable trusts, or reinvestment through Opportunity Zone funds.

California Real Estate Capital Gains Tax

For business owners selling companies that include real estate assets, additional considerations apply. The California real estate capital gains tax is assessed alongside federal long-term rates, meaning sellers can face combined rates exceeding 30%. This is especially relevant for businesses like gas stations, laundromats, or car washes, where property ownership significantly increases the taxable gain.

In these cases, consulting with both a CPA and a real estate tax attorney can help sellers explore exemptions, deferrals, and reinvestment opportunities to reduce the tax hit.

Strategies to Reduce Capital Gains Liability

The good news is, there are proven strategies that can help minimize your capital gains liability. By planning ahead, you can structure the sale in ways that protect your profits and provide long-term benefits.

1. Use a Charitable Remainder Trust (CRUT)

A CRUT allows you to transfer ownership of your business to a trust before the sale. Since the trust is tax-exempt, it sells the business without paying immediate taxes. You then receive annual payouts, while the remainder goes to charity.

This strategy not only reduces upfront taxes but also allows reinvestment of proceeds on a tax-deferred basis. However, keep in mind that liquidity is limited, and funds remain tied to the trust structure.

2. Consider an Installment Sale

Instead of receiving all proceeds upfront, you can spread the payments over several years. This reduces your annual taxable income and may place you in a lower tax bracket each year.

The primary advantage is reduced capital gains tax on selling a business in the short term, but it carries risks like potential buyer default or delayed reinvestment opportunities.

3. Invest in Opportunity Zone Funds

You can postpone capital gains taxes and possibly avoid taxes on the new investment if you hold onto your profits for a long time by reinvesting them into Opportunity Zones designated by the government. 

In California, where smart investment planning can offset both the federal and California real estate capital gains tax, this alternative may be especially alluring to entrepreneurs.

Final Thoughts:

Understanding the capital gains on selling a business is not just about tax compliance, it’s about protecting your financial future. By exploring strategies like charitable trusts, installment sales, and Opportunity Zone investments, you can significantly reduce your capital gains liability while maximizing long-term wealth.

For business owners in California, the CA state capital gains tax rate makes planning even more important. Whether you’re navigating federal tax rules or state-specific obligations, seeking professional advice is essential. Connect with experts who specialize in capital gains tax on selling a business, helping you create strategies that align with your goals.

FAQs:

When you sell a business, do you have to pay taxes?

Yes. Most business sales trigger capital gains tax on selling a business. However, tools like trusts, installment sales, and reinvestment options can reduce your tax burden.

What is the exemption for Qualified Small Business Stock (QSBS)?

If your company is a C-corporation with assets under $50 million, you may qualify for a QSBS exemption that could waive some or all of your capital gains liability.

What is Basis in a Business?

Basis refers to your total investment in the business, including purchase price and improvements. It determines the taxable portion of your sale.

How is Goodwill Taxed When Selling a Business?

Goodwill, an intangible asset that represents business value, reputation, and customer loyalty, is included in the sale price and taxed as part of your capital gain.