Clearview Capital in Stamford, founded in 1999, has completed more than 150 lower-middle-market transactions.
Private Equity List, 2025
The road from today to the years after a sale runs through Connecticut's rules. Here it is in the order you will meet them: where you stand, what the state takes, the rules of the sale, who buys, and what the money can do after.
Connecticut is a mid-sized market, where the right buyers usually have to be found rather than met. The state takes a meaningful share of the gain, 6.99% at the top. Expect a tax-clearance or bulk-sale notice before closing, and an estate tax to plan the proceeds around.
Today
Where you stand
Small firms are nearly every Connecticut business and about half its jobs, with a meaningful export base among them.
in the SBA's most recent state profile, 99.4 percent of all firms.
people employed by small firms, 48.1 percent of the state's workers, on 2022 data.
small exporters
of goods
of exports
In that profile 4,568 small Connecticut firms exported $4.7 billion of goods, 31.6 percent of the state's identified-firm exports.
The elements this touches
The deal team on what changes when you sell a business in Connecticut.
Before the letter of intent
What Connecticut takes
Gains are ordinary income taxed up to 6.99 percent, and the state estate tax starts at $13.99 million in 2025 with no spousal portability.
A founder on film
On what he learned about tax on the way to the sale.
Lewis Titus Wastewater purification and manufacturing · Wyoming
For 2025 Connecticut taxes capital gains as ordinary income across brackets from 2 percent to a top 6.99 percent.
The estate tax exemption is $13.99 million for 2025 deaths and $15 million for 2026, with a flat 12 percent rate above it.
Connecticut gives a surviving spouse no use of a deceased spouse's unused exemption, so a couple gets one exemption, not two.
The rate is the state's top rate on the gain for the year shown, the same figure as the indicator in the hero, so the two can never disagree.
The elements this touches
Under contract and at closing
The rules of the sale
A buyer inherits the seller's sales tax up to the price unless DRS clears it, and non-competes remain a common-law reasonableness question after a 2025 bill died.
A buyer of a Connecticut business is liable for the seller's sales and use taxes up to the purchase price unless it obtains a DRS tax clearance certificate.
Connecticut Department of Revenue Services
Once DRS has the full request, it has 60 days to issue a clearance letter or an escrow letter naming what the buyer must hold back.
Connecticut Department of Revenue Services, 2018
Connecticut has no general non-compete statute; courts weigh duration, geography, the employer's protection, the worker's livelihood and the public interest.
DGP Law
The elements this touches
One thing you would not guess
Connecticut is the only state with its own gift tax, so giving company stock to the children before a sale draws on the same exemption as the estate.
Connecticut is the only state that levies a gift tax; its lifetime exemption matches the estate exemption, $13.99 million in 2025.
Gifts above $19,000 per recipient per year count against that lifetime exemption.
When the process opens
Who buys
Fairfield County is a private equity town; lower-middle-market buyers in Stamford, Greenwich and New Canaan compete for founder-owned companies.
Clearview Capital in Stamford, founded in 1999, has completed more than 150 lower-middle-market transactions.
Private Equity List, 2025
Brynwood Partners in Greenwich, founded in 1984, buys consumer brands such as Juicy Juice and SunnyD from larger owners.
Inven, 1984
The elements this touches
Day 0, and the years after
After the close
Since 2020 Connecticut allows 800-year dynasty trusts and self-settled asset protection trusts, so proceeds can stay under home-state law.
Proceeds land. What the state keeps of them is settled above; what it lets them do from here is below.
Connecticut's trust overhaul (HB 7104, signed June 2019) took effect January 1, 2020 and lets a trust run up to 800 years, versus about 90 before.
Under the Qualified Dispositions in Trust Act a settlor may fund a self-settled trust, stay a beneficiary, and generally keep the assets from creditors.
WealthBefore 2020 Connecticut residents wanting a dynasty trust hired out-of-state corporate trustees in states such as Delaware or Florida.
WealthThe post-exit wealth plan is the third act of the same engagement, and it starts in diligence, before the letter of intent, when a move or a trust can still change the answer.
FNDRSThe elements this touches
People who walked it
Founders
From founders elsewhere
No founder in Connecticut is quoted yet. These are founders in other states, quoted word for word, each described by role and state.
“I definitely don't think we'd be in the same spot without you guys.”
No founder in Connecticut is on film yet. These are founders in other states who worked with FNDRS.47 founders on film
Nearby
| Northeast | Tax on the gain | Complexity | Deal volume |
|---|---|---|---|
| Maine | 7.15% 2025 | Medium | Low |
| Massachusetts | 9% 2025 | Medium | High |
| New Hampshire | None 2025 | Low | Low |
| New Jersey | 10.75% 2025 | Medium | High |
| New York | 10.9% 2025 | Medium | Very high |
| Pennsylvania | 3.07% 2025 | Medium | High |
| Rhode Island | 5.99% 2025 | High | Very low |
| Vermont | 8.75% 2025 | Medium | Very low |
Your next step
Know where you stand in fifteen minutes, or talk the Connecticut sale through with a dealmaker. Either way, no pitch and no obligation.
No pitch and no obligation. If the honest answer is not yet, we will say so, and say what to work on.