Exit & transaction

Business sale net proceeds calculator

Sellers plan around the headline price and are then surprised by the transfer. Debt, adjustments, advisers and tax routinely absorb 30-45% of an SME sale price.

Inputs

Result

Net proceeds after tax

USD 1,213,625

Equity value
USD 1,710,000
Total adviser fees
USD 185,000
Estimated capital gains tax
USD 311,375
Cash at completion (after holdback)
USD 1,113,625
Total leakage from enterprise value
39.32%
Net as % of headline price
60.68%
  • Tax outcomes vary by country and structure — treat this as indicative and get local advice early.

How to use this calculator

  1. 1Enter the agreed enterprise value, debt repaid and surplus cash.
  2. 2Add the working capital adjustment and adviser fees.
  3. 3Enter your cost base and capital gains tax rate.

The deductions in order

Start from enterprise value, subtract interest-bearing debt and add surplus cash to reach equity value. Then apply the working capital adjustment against the agreed target, deduct broker and legal fees, and finally tax on the gain.

Retained amounts — escrow, warranty holdbacks and earnout tranches — reduce cash at completion further, even though they appear in the headline figure.

Reducing the leakage

Broker fees on SME sales commonly run 5-10%, legal and accounting 1-3%. Fees are negotiable, particularly the success-fee tier above your target price.

Tax is where structure matters most: entity type, holding period and available small business concessions can change the outcome dramatically. Involve a tax adviser before you sign heads of agreement, not after.

Call this tool from the API

Every calculator on this site is also an endpoint. Get a free key from the developer page and call it from your product, spreadsheet or AI agent.

curl -X POST https://utopiavalue.co/api/v1/tools/business-sale-proceeds-calculator \
  -H "Authorization: Bearer $UTOPIA_API_KEY" \
  -H "Content-Type: application/json" \
  -d '{"enterpriseValue":2000000,"debtRepaid":350000,"surplusCash":120000,"workingCapitalAdjustment":-60000,"brokerFeePercent":7,"legalAndAccounting":45000,"escrowHoldback":100000,"costBase":200000,"capitalGainsTaxPercent":23.5,"currency":"USD"}'

Frequently asked questions

What is a working capital adjustment?

A completion adjustment that compares delivered working capital with an agreed target, usually a twelve-month average. Delivering less reduces the price dollar for dollar.

Are broker fees worth it?

A good broker usually lifts price and closes more deals than a private sale, but negotiate the fee structure so most of it is earned above your target price.

How is capital gains tax calculated?

Generally on proceeds less your cost base, at rates and concessions specific to your country and structure. The figure here is indicative only.