State-by-state guides for business owners.
Taxes, pre-closing clearances, contractor licensing and non-compete rules all vary by state. These guides summarize what owners should know in the states where we see the most activity — headquartered in Greater Boston, advising owners nationwide.
- MASelling a business in Massachusetts5% on long-term capital gains, plus a 4% surtax on income above $1,107,750 (2026).
- NHSelling a business in New HampshireNo personal income tax on capital gains; the Interest & Dividends Tax was repealed as of January 1, 2025.
- RISelling a business in Rhode IslandTaxed as ordinary income, top rate 5.99%. A new high-income surtax starts in 2027.
- CTSelling a business in ConnecticutTaxed as ordinary income, top rate 6.99%.
- MESelling a business in MaineTaxed as ordinary income (top rate 7.15%), plus a new 2% surcharge on income over $1M ($1.5M joint) from 2026.
- VTSelling a business in VermontTop rate 8.75%, but a 40% exclusion (capped at $350,000) can apply to gains on assets held more than 3 years.
- NYSelling a business in New YorkTaxed as ordinary income, with top state rates up to 10.9%; New York City residents also pay city tax.
- NJSelling a business in New JerseyTaxed as ordinary income; top rate 10.75% on income of $1 million or more.
- PASelling a business in PennsylvaniaFlat 3.07% personal income tax; gains form their own income class.
- FLSelling a business in FloridaNo personal income tax. C corporations pay 5.5% corporate income tax.
- TXSelling a business in TexasNo personal income tax; the entity-level franchise (margin) tax applies above $2.65 million of revenue.
Selling across state lines
Does it matter which state my business is in when I sell?
Yes. States differ in how they tax the gain, whether a buyer must file a notice or obtain a tax clearance before closing, how contractor licenses transfer and how non-competes are enforced. Each can affect your proceeds, timeline and deal structure.
What is a bulk sale or tax clearance requirement?
Many states make a buyer liable for the seller’s unpaid sales, withholding or other taxes unless the buyer notifies the state or obtains a clearance certificate before closing. Buyers treat these as closing conditions, so it helps to know your state’s process early.
What happens to a contractor’s license when the business is sold?
In many states the business license depends on an individual master or qualifying licensee. If that person is the selling owner, the buyer needs a replacement — often within a set number of days — so the hand-off should be planned before a sale.
Do you work with owners in other states?
Yes. Masswell is headquartered in Greater Boston and advises owners nationwide. If your state isn’t listed, contact us — we work alongside your local CPA and attorney.
Last reviewed October 2026. This page is general information, not tax, legal or investment advice; rules change and depend on your facts. Confirm the details with your CPA and attorney before a sale. The principals of Masswell Capital Advisors are licensed investment banking agents, registered with Burch & Company, Inc. Services involving securities shall be performed by Burch & Company.