In 2025 PE-backed platforms bought Flowood software vendor BBI (gWorks, February) and Madison roofer Pro Shield (Ridgeline Roofing, a Bertram Capital company).
PrivSource, 2025
The road from today to the years after a sale runs through Mississippi'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.
Mississippi is a smaller market, with fewer buyers competing for any one business. The state's cut of the gain is modest, 4.4% at the top. Little else gets in the way of the sale.
Tax on the gain: Flat rate.
Today
Where you stand
About 283,000 small businesses make up over 99 percent of Mississippi firms and employ roughly 430,000 people, close to half of the private workforce.
Small businesses
Employees
Of workforce
The SBA counts 283,383 small businesses in Mississippi, 99.3 percent of all firms, employing 430,256 people or 46.2 percent of the state workforce.
Opened
Closed
Net loss
Between March 2023 and March 2024, 7,444 Mississippi establishments opened and 7,621 closed, a net loss of 177.
The elements this touches
The deal team on what changes when you sell a business in Mississippi.
Before the letter of intent
What Mississippi takes
A 4.4 percent rate on income above $10,000 in 2025, falling to 4 percent in 2026 and 3.75 percent in 2027; a corporate franchise tax on the way out; no estate tax.
Flat rate.
A founder on film
On what he learned about tax on the way to the sale.
Lewis Titus Wastewater purification and manufacturing · Wyoming
For tax year 2025 the first $10,000 of taxable income is untaxed and the rest is taxed at 4.4 percent, dropping to 4 percent in 2026 and 3.75 in 2027.
The corporate franchise tax is $0.75 per $1,000 of capital in 2025, $0.50 in 2026, and $0.25 in 2027, with a $25 minimum, as it phases out.
Mississippi levies neither an estate tax nor an inheritance tax 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
Under contract and at closing
The rules of the sale
The buyer must hold back purchase money until the seller produces a Department of Revenue receipt or no-tax-due certificate, and the sales tax permit does not transfer with the business.
Under Code 27-65-55 a business buyer must withhold enough of the price to cover the seller's sales tax until a receipt or no-tax-due certificate appears, or become personally liable.
Justia, 2024
A seller who quits or sells the business must file a final sales tax return within ten days, and the buyer cannot use the seller's sales tax permit.
Mississippi Department of Revenue, 2025
Mississippi does not appear on industry lists of states that license business brokers; no state licence was found for brokering a business sale.
Business Brokerage Press, 2025
The elements this touches
One thing you would not guess
The state income tax rate falls every year on a published schedule, so a deal that closes in January instead of December is taxed at a lower rate.
The Department of Revenue publishes the rate three years out: 4.4 percent for 2025, 4 percent for 2026, 3.75 percent for 2027.
When the process opens
Who buys
Out-of-state platforms backed by private equity are the visible buyers of Mississippi service and software companies, while bank consolidation runs in parallel.
In 2025 PE-backed platforms bought Flowood software vendor BBI (gWorks, February) and Madison roofer Pro Shield (Ridgeline Roofing, a Bertram Capital company).
PrivSource, 2025
Tupelo-based Renasant and Hattiesburg-based The First Bancshares expected to close their bank merger on 1 April 2025 after regulatory approvals.
PrivSource, 2025
The elements this touches
Day 0, and the years after
After the close
Since 2014 a seller can fund a self-settled Mississippi asset protection trust with an independent in-state trustee and keep a discretionary interest in it.
The Qualified Disposition in Trust Act (HB 846), effective 1 July 2014, lets a settlor be a discretionary beneficiary of an irrevocable Mississippi-trusteed trust with spendthrift protection.
WealthThe Mississippi trustee must materially participate, for example by holding some assets in the state, keeping records, or preparing the trust's tax returns.
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 Mississippi 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 Mississippi is on film yet. These are founders in other states who worked with FNDRS.47 founders on film
Nearby
| 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 |
| Maryland | 8.5% 2025 | Medium | Medium |
| 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
Know where you stand in fifteen minutes, or talk the Mississippi 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.