BaltimoreForty-seven years, then a sale
Harold Green started Chamberlain Contractors, an asphalt paver, in 1975 and sold it in January 2022 to Pavement Partners, a Shoreline Equity Partners platform.
Smart Business Dealmakers, 2022
Sell a business in Maryland
The road from today to the years after a sale runs through Maryland'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 gain8.5% 2025Deal volumeMediumEstate tax
Maryland is a mid-sized market, where the right buyers usually have to be found rather than met. The state's share of the gain is among the highest, 8.5% at the top. Expect a tax-clearance or bulk-sale notice before closing, and an estate tax to plan the proceeds around.
Tax on the gain: 6.5% top bracket plus a 2% surcharge on capital gains when federal AGI is above $350,000; counties add up to 3.3%.
Today
Where you stand
Maryland raised its top rates and added a capital gains surcharge for 2025, and it is the only state with both estate and inheritance taxes.
About 697,000 small businesses, most with no employees; roughly 110,000 have staff, and professional and technical services and health care lead the employer base.
Small business footprint
0
small businesses
0.0%
of all firms
0.0M
employees
SBA Office of Advocacy, 2022
In 2022 Maryland had 696,710 small businesses, 99.6 percent of all firms, employing 1.2 million people, or 47.9 percent of Maryland employees.
Of those small firms, 586,327 had no employees; 110,383 had a payroll, and 14,285 of them employed between 20 and 499 people.
Of 142,967 employer establishments in 2023, professional, scientific, and technical services led with 21,699; health care and social assistance had 18,859 and the most workers, 403,945.
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 Maryland briefing, read aloud
The deal team on what changes when you sell a business in Maryland.
Before the letter of intent
What Maryland takes
The tax on the gain, and what to settle before a buyer names a price
The 2025 budget act added 6.25 and 6.5 percent brackets and a 2 percent surcharge on gains above $350,000 of income, on top of a county tax of up to 3.3 percent.
State tax on the gain
0.0%
6.5% top bracket plus a 2% surcharge on capital gains when federal AGI is above $350,000; counties add up to 3.3%.
Grant Thornton, 2025
A founder on film
On what he learned about tax on the way to the sale.
Lewis Titus Wastewater purification and manufacturing · Wyoming
New 6.25 and 6.5 brackets
For 2025 Maryland added state brackets of 6.25 percent ($500,001 to $1 million) and 6.5 percent (over $1 million), above the old 5.75 percent top rate.
A 2 percent gains surcharge
From tax year 2025 a 2 percent surcharge applies to net capital gains of individuals with federal AGI above $350,000; counties may now levy up to 3.3 percent.
Both estate and inheritance tax
Maryland is the only state with both an estate tax ($5 million exemption, 0.8 to 16 percent) and an inheritance tax (flat 10 percent) in 2025.
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 Maryland runs under
A bulk-transfer buyer must notify the Comptroller and withhold any sales tax claim; non-competes are void for lower-paid and most health workers; no business-broker licence was found.
01Notify the Comptroller, withhold
Tax-General 11-505 makes the buyer in a bulk transfer mail the creditor notice to the Comptroller and withhold from the seller any sales and use tax claim it files.
Maryland General Assembly, 2025
02Non-competes void for many
Non-competes are void for employees earning up to 150 percent of the state minimum wage, licensed direct-care health workers earning up to $350,000, and veterinary staff.
Maryland General Assembly, 2025
03One year, ten miles
Health workers paid above $350,000 may still be bound, but only for one year and within 10 miles of their primary workplace.
Maryland General Assembly, 2025
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 new 2 percent gains surcharge skips property expensed under Section 179, so how a company depreciated its equipment changes the seller's bill.
The 2025 capital gains surcharge exempts sales of trade or business property expensed under IRC Section 179, along with primary homes sold under $1.5 million.
When the process opens
Who buys
Who shows up for a business in Maryland
Baltimore has its own growth and buyout shops built around software and essential services, and local founder sales run from a 47-year-old paving company to a genomics startup bought by LabCorp.
BaltimoreLabCorp buys PGDx, $450 million
LabCorp paid a reported $450 million for Baltimore genomic testing company Personal Genome Diagnostics, months after PGDx raised a $103 million Series C.
Smart Business Dealmakers, 2022
BaltimoreBaltimore has its own sponsors
Baltimore-based sponsors include JMI Equity (software, over $8 billion raised since 1992), ABS Capital (about 130 growth investments), and Slate Capital, which buys $3 to $30 million EBITDA companies.
Dakota, 2026
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 Maryland lets the proceeds do
A Maryland trust can opt out of the rule against perpetuities and run indefinitely, but the estate tax exemption is fixed at $5 million and heirs outside the direct line pay 10 percent.
CloseDay 0
Proceeds land. What the state keeps of them is settled above; what it lets them do from here is below.
Estates and Trusts 11-102Forever
Estates and Trusts 11-102 exempts from the rule against perpetuities any trust whose instrument says so and whose trustee can sell the property, so dynasty trusts work here.
A fixed $5 million exemption
The estate tax exemption is a fixed $5 million, well under the federal $13.99 million for 2025, and the inheritance tax exemption is only $1,000.
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 Maryland 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 Maryland 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 |
| Georgia | 5.19% 2025 | Medium | High |
| Kentucky | 4% 2025 | Medium | Medium |
| Louisiana | 3% 2025 | Low | 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 Maryland sale through with a dealmaker. Either way, no pitch and no obligation.
Selling in Maryland? 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.