Business Sale Proceeds Calculator (2026)
The headline sale price is not what you keep. This tool takes the deal apart: what arrives as cash at close, what is held back in earnouts and escrow, what advisers and debt take out, and a pre-tax and after-tax total. Fill in what applies. Every figure stays in your browser and nothing is stored. This is an estimate for orientation, not tax or legal advice.
Last updated August 30, 2026
What the calculator does
It starts from the headline price and works down to cash. Advisory fees, legal, accounting and quality-of-earnings costs come out. Debt repaid at close comes out. A working capital adjustment moves the number up or down at settlement. Earnouts and holdbacks are separated out as cash at risk, because that money is promised but not yet in hand and may never fully arrive. What is left is your cash at close and your total potential proceeds if everything pays out.
A worked example
Suppose a business sells for $5,000,000. The advisory fee is 5 percent ($250,000), legal and accounting are $150,000, and $500,000 of debt is repaid at close. The buyer holds back 10 percent ($500,000) in escrow and structures a 10 percent earnout ($500,000). At close, the seller receives roughly $4,000,000 minus $400,000 of costs minus $500,000 of debt, or about $3,100,000 in cash. Another $1,000,000 sits at risk in the earnout and holdback. Total potential proceeds before tax are about $4,100,000. The gap between the $5,000,000 headline and the $3,100,000 that actually lands at close is the part nobody tells you about.
About tax
This calculator deliberately does not compute tax from rules. Tax on a business sale depends on things it cannot know: whether it is a share sale or an asset sale, which exemptions might apply, the jurisdiction, and the deal structure. Those choices can change the outcome dramatically. Instead, it takes an effective tax rate as your input, left blank by default, and applies only the number you supply. To get that number, talk to an accountant who knows your situation.
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Frequently asked questions
What is cash at close versus cash at risk?
Cash at close is what actually lands in your account at settlement, after costs and debt. Cash at risk is money promised through an earnout or held back in escrow that you may receive later, in full, in part, or not at all.
Does this calculate my taxes?
No, and that is deliberate. Tax depends on whether it is a share or asset sale, the jurisdiction, exemptions that may apply and the structure. The tool applies only the effective tax rate you enter, and leaves it blank until you do.
What is a working capital adjustment?
Most deals require the business to be handed over with a normal level of working capital. If it has more than the agreed target at close, the price adjusts up; if less, it adjusts down. Enter a positive or negative figure if you have an estimate.
Can I rely on this figure?
No. It is an estimate for orientation, not tax or legal advice, and the real outcome depends on structure and jurisdiction. Confirm with an accountant and a lawyer before relying on any number.
Is my number stored?
No. The calculation runs entirely in your browser. Nothing you enter is saved or sent anywhere.