AtlantaMailchimp sells to Intuit
Intuit closed its purchase of Atlanta-founded Mailchimp on 1 November 2021 for about $5.7 billion in cash plus 10.1 million shares worth roughly $6.3 billion.
Intuit, 2021
Sell a business in Georgia
The road from today to the years after a sale runs through Georgia'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.
ComplexityMediumTax on the gain5.19% 2025Deal volumeHigh
Georgia is a busy market for business sales, with a deep bench of buyers. The state takes a meaningful share of the gain, 5.19% at the top. Expect a licensed broker.
Today
Where you stand
Georgia cut its flat rate to 5.19 percent for 2025, but a buyer must hold back price until the state clears your sales taxes.
About 1.4 million small businesses employ 42.5 percent of the workforce, and professional services lead the small firms with employees.
Small business footprint
0.0M
small businesses
0.0M
employees
0.0%
of workforce
SBA Office of Advocacy, 2022
Georgia had 1.4 million small businesses in 2022, 99.7 percent of all firms, employing 1.8 million people, or 42.5 percent of the workforce.
Professional, scientific, and technical services had the most small employer firms in 2022, 29,776 of 199,431, ahead of retail at 22,674.
The elements this touches
- TmTime The years before you want out. It feeds the exit-readiness score and never moves the price; every other decision is planned against it.
ListenThe Georgia briefing, read aloud
The deal team on what changes when you sell a business in Georgia.
Before the letter of intent
What Georgia takes
The tax on the gain, and what to settle before a buyer names a price
A flat income tax now at 5.19 percent and falling, no estate tax, and a small net worth tax that corporations pay on top of income tax.
State tax on the gain
0.00%
Georgia Department of Revenue, 2025
A founder on film
On what he learned about tax on the way to the sale.
Lewis Titus Wastewater purification and manufacturing · Wyoming
Flat rate cut to 5.19
HB 111, signed in April 2025, cut the flat individual income tax rate to 5.19 percent, 56 basis points below the 5.75 percent it started from in 2022.
No estate or inheritance tax
Georgia levies neither an estate tax nor an inheritance tax.
Net worth tax, $5,000 cap
Corporations owe a net worth tax alongside income tax: nothing at $100,000 or less of net worth, up to a $5,000 maximum above $22 million.
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
- TxTax Strategy The deal and entity structure, set before the letter of intent. FNDRS tracks whether it is in place. It never moves the price; it changes what you keep.
- ApAfter-Tax Proceeds What you keep at close. FNDRS records the pre-tax walk-away and the gap to your number. It never moves the price, and the tax on it is a question for your CPA.
Under contract and at closing
The rules of the sale
The rules a sale in Georgia runs under
The buyer must withhold enough of the price to cover unpaid sales tax until the commissioner clears the seller, casual sales escape sales tax, and business brokers are reported to need a licence.
01Hold back for sales taxes
Under O.C.G.A. 48-8-46 a buyer must hold back enough purchase money to cover unpaid sales taxes until the seller shows a commissioner's receipt or certificate, or become personally liable.
Justia (2022 Georgia Code)
02Casual sales escape sales tax
A sale that meets the definition of a casual sale is not subject to Georgia sales tax; the DOR points to regulation 560-12-1-.07 for the definition.
Georgia Department of Revenue, 2026
03A licence to broker
Georgia is listed among the states that require a licence to work as a business broker.
Wikipedia
The elements this touches
- LcLegal & Compliance Contracts, licences, and filings in order and enforceable. The FNDRS valuation reads it, and the score moves the multiple.
- DrData Room The documents a buyer will ask for, ready before they ask. FNDRS tracks it in the deal-readiness report card; it decides how fast and how cleanly a deal closes.
One thing you would not guess
The same week it cut the income tax, Georgia mailed a billion dollars back: one-time surplus refunds of up to $500 a household.
HB 112, signed alongside the rate cut in April 2025, authorised $1 billion in one-time surplus refunds of up to $500 per household.
When the process opens
Who buys
Who shows up for a business in Georgia
The founder-led sale every Georgia owner knows is Mailchimp, bootstrapped in Atlanta and sold to Intuit in 2021 for roughly $12 billion in cash and stock.
AtlantaStock set aside for staff
Intuit funded the cash portion with cash on hand and a $4.7 billion term loan, and set aside about $200 million in restricted stock for Mailchimp employees.
Intuit, 2021
The elements this touches
- SyStrategic Synergy What one buyer gains that another cannot. The buyer at the table prices it, which is why the sell-side process goes looking for them.
Day 0, and the years after
After the close
What Georgia lets the proceeds do
Since July 2018 a Georgia trust can run 360 years, and the same bill added decanting, so proceeds can sit in a dynasty trust with no state estate tax on top.
CloseDay 0
Proceeds land. What the state keeps of them is settled above; what it lets them do from here is below.
HB 121, from 2018360 yrs
HB 121, effective 1 July 2018, stretched the perpetuities safe harbor in O.C.G.A. 44-6-201 from 90 to 360 years, so a new Georgia trust can last 360 years.
Decanting without extending term
The same 2018 bill gave Georgia its first decanting statute, O.C.G.A. 53-12-62, for moving assets from one irrevocable trust into another without extending the perpetuities period.
WealthWhere FNDRS comes in
The 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
- EsEstate Architecture Trusts and ownership set up before the letter of intent. It changes what the family keeps, not what a buyer pays.
- ApAfter-Tax Proceeds What you keep at close. FNDRS records the pre-tax walk-away and the gap to your number. It never moves the price, and the tax on it is a question for your CPA.
People who walked it
Founders
Founders who worked with FNDRS, in their own words
From founders elsewhere
What founders say about working with FNDRS
No founder in Georgia is quoted yet. These are founders in other states, quoted word for word, each described by role and state.
1 of 3
“I definitely don't think we'd be in the same spot without you guys.”
No founder in Georgia is on film yet. These are founders in other states who worked with FNDRS.47 founders on film
Nearby
Other states in the South
| South | Tax on the gain | Complexity | Deal volume |
|---|---|---|---|
| Alabama | 5% 2025 | Medium | Medium |
| Arkansas | 3.9% 2025 | Low | Low |
| Delaware | 6.6% 2025 | Medium | Very low |
| Florida | None 2025 | Medium | Very high |
| Kentucky | 4% 2025 | Medium | Medium |
| Louisiana | 3% 2025 | Low | Medium |
| Maryland | 8.5% 2025 | Medium | Medium |
| Mississippi | 4.4% 2025 | Low | Low |
| North Carolina | 4.25% 2025 | Medium | High |
| Oklahoma | 4.75% 2025 | Low | Medium |
| South Carolina | 6% 2025 | Low | Medium |
| Tennessee | None 2025 | Low | Medium |
| Texas | None 2025 | Medium | Very high |
| Virginia | 5.75% 2025 | Medium | High |
| West Virginia | 4.82% 2025 | Medium | Low |
Your next step
The road starts with one step
Know where you stand in fifteen minutes, or talk the Georgia sale through with a dealmaker. Either way, no pitch and no obligation.
Selling in Georgia? Start with a conversation
No pitch and no obligation. If the honest answer is not yet, we will say so, and say what to work on.