Sell by state

Sell a business in Mississippi

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.

Region
South
Largest markets
Jackson, Gulfport
ComplexityLowTax on the gain4.4% 2025Deal volumeLow

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

Mississippi is winding its income tax down a notch a year and its franchise tax to nothing, which changes the math on when to sell.

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 business footprint
0

Small businesses

0

Employees

0.0%

Of workforce

SBA Office of Advocacy, 2024

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.

Establishment churn
0

Opened

0

Closed

0

Net loss

U.S. Bureau of Labor Statistics, 2024

Between March 2023 and March 2024, 7,444 Mississippi establishments opened and 7,621 closed, a net loss of 177.

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 Mississippi briefing, read aloud

The deal team on what changes when you sell a business in Mississippi.

Before the letter of intent

What Mississippi takes

The tax on the gain, and what to settle before a buyer names a price

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.

State tax on the gain
0.0%

Flat rate.

Tax Foundation, 2025

A founder on film

On what he learned about tax on the way to the sale.

Lewis Titus Wastewater purification and manufacturing · Wyoming

Rate falls to 3.75 percent

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.

Franchise tax phases out

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.

No estate or inheritance tax

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

  • 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 Mississippi runs under

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.

01

The buyer withholds your taxes

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

02

Final return within ten days

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

03

No broker licence found

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

  • 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 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

Who shows up for a business in Mississippi

Out-of-state platforms backed by private equity are the visible buyers of Mississippi service and software companies, while bank consolidation runs in parallel.

JacksonPE platforms buy add-ons

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

StatewideTwo banks merge in 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

  • 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 Mississippi lets the proceeds do

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.

Self-settled trusts since 2014

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.

Wealth

The trustee must materially participate

The Mississippi trustee must materially participate, for example by holding some assets in the state, keeping records, or preparing the trust's tax returns.

Wealth

Where 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.

FNDRS

The 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 Mississippi 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.”
Co-owner of a property tax services firm · New York

No founder in Mississippi is on film yet. These are founders in other states who worked with FNDRS.47 founders on film

All testimonials

Nearby

Other states in the South

Every state
The other states in the South: the top state rate on the gain, the complexity of a sale, and the deal volume.
SouthTax on the gainComplexityDeal volume
Alabama5% 2025MediumMedium
Arkansas3.9% 2025LowLow
Delaware6.6% 2025MediumVery low
FloridaNone 2025MediumVery high
Georgia5.19% 2025MediumHigh
Kentucky4% 2025MediumMedium
Louisiana3% 2025LowMedium
Maryland8.5% 2025MediumMedium
North Carolina4.25% 2025MediumHigh
Oklahoma4.75% 2025LowMedium
South Carolina6% 2025LowMedium
TennesseeNone 2025LowMedium
TexasNone 2025MediumVery high
Virginia5.75% 2025MediumHigh
West Virginia4.82% 2025MediumLow

Selling in Mississippi? 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.