Tax & the Sale

Washington's Capital Gains Tax and Selling Your Business: A Kitsap Guide

Washington has no income tax - which leads many owners to assume a business sale is lightly taxed. The reality is more complicated, and the state's capital gains tax is a big part of why.

Does Washington tax the sale of a business?

It can. Washington has no personal income tax, but since 2022 it has a state capital gains tax that applies to certain long-term gains above an annual threshold - which can include gains from selling a business, on top of federal capital gains tax. There's an exemption amount, and the rate applies to gains above it, with a higher rate on very large gains. The specifics change with legislation and depend heavily on your situation, so confirm the current numbers and how they apply with your CPA - this is general information, not tax advice.

Why do owners underestimate the tax on a sale?

Because 'no income tax' gets mistaken for 'low tax.' Washington's lack of an income tax is real, but it doesn't mean a business sale escapes taxation - between the federal capital gains tax and Washington's own capital gains tax, the combined bite can be significant. Owners who assume the sale is lightly taxed, and only find out otherwise after the deal closes, are the ones most likely to be caught short.

To put numbers on it, our Washington business sale tax calculator estimates what you'd keep after federal and Washington taxes.

How does deal structure affect the tax?

Substantially. Two sales at the same price can leave you with very different amounts after tax, depending on how the deal is built - the type of sale, how the proceeds are allocated, and whether payments are spread over time. Certain structures and exemptions may reduce the impact for owners who qualify. These are decisions made during the deal, and hard to change afterward - which is why understanding the tax before you negotiate matters far more than trying to fix it at the end.

What should a Kitsap owner ask before selling?

The 4-Minute Reckoning
The questions you might be putting off.
Find the gaps in your plan in 4 minutes. You'll have answers to most of these - it's seeing them together that tends to reveal something.
Take the 4-Minute Reckoning