A good financial advisor for selling a business starts years before the sale: shaping the deal so less of the price goes to tax, moving some of the value to family while it’s still low, and building a plan for what you’ll live on once the business no longer pays you. A one-time plan from a fee-only planner has a median of $2,000, and ongoing planning $4,500 a year. Advisors who manage the proceeds commonly charge about 1% of assets, which is $50,000 a year on $5 million. How you pay matters more here than almost anywhere, because the balance jumps overnight.
Few advisors do this work
Selling a company is a rare event in an owner’s life and a narrow specialty for advisors. In our study of fee-only firm websites, 7% of firms named founders before an exit as a specialty, against 23% for small business owners in general. Many more advisors are glad to manage money after a sale. Far fewer can help shape the sale itself, alongside your attorney, accountant and banker or broker.
What the situation demands of an advisor
Know what you need before you agree a price
The first question isn’t what the business is worth. It’s what you need from it. A good advisor works out the after-tax amount that would let you stop working, or do what’s next, so you know which offers actually change your life and which terms matter. That number shapes how hard you negotiate on price, on cash at closing against earnouts, and on how long you’ll stay on.
Deal structure and tax
How the sale is set up changes what you keep:
- Asset or stock sale. In an asset sale, the buyer and seller allocate the price across the assets, from equipment to goodwill, and both report that allocation on Form 8594. Some of it, such as depreciation taken on equipment, is taxed to you as ordinary income. In a stock sale, most of the gain is usually capital gain.
- Capital gains and the 3.8% tax. Long-term capital gains are taxed at up to 20% federally. The 3.8% net investment income tax applies above $200,000 of income for single filers and $250,000 for joint filers, and those thresholds are not indexed for inflation. For gain on a partnership or S corporation interest, the IRS counts it toward that tax to the extent you were a passive owner, so owners who work in the business may owe less.
- Installment sales and earnouts. If part of the price is paid in later years, the installment method lets you report gain as you’re paid, though depreciation recapture is taxed in the year of sale either way. You also carry the risk that the buyer doesn’t pay.
A good advisor models the after-tax result of each offer and term sheet with your accountant, not just the headline price.
Qualified small business stock
If your company is a C corporation, its shares may count as qualified small business stock under section 1202, which can exclude much or all of the gain from federal tax. For stock issued on or before July 4, 2025, the full exclusion generally needs more than 5 years of holding. For stock issued after that date, the law now allows 50% of the gain to be excluded after 3 years, 75% after 4 and 100% after 5, with a cap of $15 million or 10 times your basis, whichever is greater, per company. The company’s gross assets must have been $75 million or less when the stock was issued ($50 million for stock issued on or before July 4, 2025). The rules have many conditions, so an advisor should confirm eligibility with your tax attorney well before a sale. Advisors with this depth are under the founders before an exit specialty.
Gifts and the estate plan, before the value is set
Shares given to children or to a trust before a sale move the future growth out of your estate at today’s lower value. In 2026 each person can give $15 million over their lifetime, or leave it at death, before federal estate or gift tax, plus $19,000 a year to any number of people without using that amount. Gifts made after a deal is effectively agreed are harder to defend, which is why this work starts early. Advisors with depth here are on the estate planning page and the list of family wealth transfer specialists.
Charitable giving works the same way: giving shares to a donor-advised fund or charitable trust before the sale can avoid the gain on that portion. Timing and paperwork matter, so it belongs in the plan early.
The money afterwards
The day after closing, you hold more cash than you may ever have managed, with no salary coming in. A good advisor slows things down: cash set aside for taxes due next April, a period before large decisions, a spending plan that replaces your salary, and an investment plan that diversifies away from the industry you just left.
Questions to ask an advisor before a sale
| Ask | A good answer includes |
|---|---|
| How many owners have you helped through a sale, and of what size? | Numbers, and businesses near yours in size |
| What would you need from me two years before a sale? | Financial statements, entity documents, a target number, the estate plan |
| How would you compare an asset sale and a stock sale for me? | The after-tax amount under each, worked with my accountant |
| Do my shares qualify under section 1202? | The checks they’d run, and when to bring in a tax attorney |
| How would you charge on the proceeds after the sale? | A dollar figure, and whether the rate drops as the balance grows |
What it costs
Selling a business turns a hard-to-value asset into cash, and that moment changes what a percentage fee costs you.
US medians from prices fee-only firms publish, and 1% on $5 million
Source: Wellspent fee report
The $50,000 figure is the median 1% rate applied to $5 million with no discount. Many firms lower the rate on larger balances; with the example breakpoint schedule in our guide to what an advisor costs on $5 million, it’s closer to $35,000 a year. Either way it is many times a flat planning fee.
The median prices above are for typical households; planning around a sale is more work, so expect quotes above them. Ways to pay:
- A project fee before the sale. A one-time engagement to model offers, structure and the estate plan. See one-time plan costs.
- A flat yearly fee. Ongoing planning priced by complexity, not by the size of the proceeds. See what flat-fee advisors charge.
- A percentage of assets after the sale. It usually includes managing the money. Ask for the rate schedule in writing, and the dollar total on your expected proceeds.
Be wary of anyone whose help before the sale is free in return for managing the proceeds after it. The advice may be good, but the advisor is paid only if you hand them the money.
How to find one
Start with the founders before an exit and small business owners specialties, or the lists of advisors for founders and for small business owners in the public graph. If you’re still running the business and the sale is years away, our guide to a financial advisor for small business owners covers the years before. Talk to two or three advisors, and choose the one who asks what you need from the sale before asking how much it’s worth.