StatewideJohnson & Johnson buys Intra-Cellular
Johnson & Johnson agreed to buy Intra-Cellular Therapies of Bedminster for $14.6 billion in 2025, one of the year's largest pharma deals.
DCAT Value Chain Insights, 2025
Sell a business in New Jersey
The road from today to the years after a sale runs through New Jersey'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 gain10.75% 2025Deal volumeHighEstate tax
New Jersey is a busy market for business sales, with a deep bench of buyers. The state's share of the gain is among the highest, 10.75% 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
New Jersey takes 10.75 percent above a million, keeps an inheritance tax, and holds the buyer liable unless the state hears of the sale first.
Part of the largest small-business concentration in the country: the New York-Newark-Jersey City metro holds about 2.5 million small businesses.
Metro small businesses
0.0M
small businesses in the New York-Newark-Jersey City metro, the most of any metro.
SBA Office of Advocacy, 2024
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 New Jersey briefing, read aloud
The deal team on what changes when you sell a business in New Jersey.
Before the letter of intent
What New Jersey takes
The tax on the gain, and what to settle before a buyer names a price
A 10.75 percent top rate above $1 million, an inheritance tax on non-family heirs up to 16 percent, and, from 2026, a state QSBS exclusion that did not exist before.
State tax on the gain
0.00%
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
10.75 percent above $1 million
New Jersey's top individual rate is 10.75 percent on taxable income above $1 million in 2025; gains are taxed as ordinary income.
Inheritance tax survives
The estate tax ended for deaths on or after 1 January 2018, but the inheritance tax remains, with a top rate of 16 percent and exemptions as low as $25,000.
QSBS exclusion from 2026
A law signed 30 June 2025 conforms New Jersey to the federal QSBS exclusion for tax years from 1 January 2026; before that, QSBS gains were fully taxed.
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 New Jersey runs under
The buyer, not the seller, must file Form C-9600 with the contract at least 10 business days before closing, or inherit the seller's state tax debts.
01Form C-9600, 10 business days
The buyer of business assets outside the ordinary course must file Form C-9600 and the contract at least 10 business days before closing so the state can set an escrow.
New Jersey Division of Taxation, 2025
02Only the buyer can file
Only the purchaser or the purchaser's attorney can give the notice; a filing by the seller or a third party does not protect the buyer.
New Jersey Division of Taxation, 2025
03Close early, inherit the taxes
Closing inside the 10 business days without an assigned escrow is a violation, and the buyer becomes responsible for the seller's state tax obligations.
New Jersey Division of Taxation, 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
A fax or a hand-delivered bulk-sale notice does not count: it must reach 3 John Fitch Way in Trenton by registered, certified, or overnight mail, with proof.
The Division accepts a C-9600 only by registered, certified, or overnight mail or an express carrier, and the buyer must be able to prove delivery to Trenton.
The notice needs the seller's New Jersey tax ID, but a buyer who cannot get it may file without it and the Division will contact the seller.
When the process opens
Who buys
Who shows up for a business in New Jersey
Pharma and life sciences dominate the headline deals, with the largest 2025 transaction a Bedminster drug developer bought by Johnson & Johnson.
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 New Jersey lets the proceeds do
No estate tax since 2018, but the inheritance tax follows New Jersey real estate even when the owner has moved away, and its rate depends on who inherits.
Non-residents can owe too
A person who dies as a resident of another state but owns New Jersey property, usually real estate, can owe New Jersey non-resident inheritance tax.
WealthRate depends on the heir
New Jersey's inheritance tax rate and exemption vary by the heir's closeness to the decedent, with close relatives favoured over distant ones.
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 New Jersey 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.”
Founders in New Jersey
New Jersey owners on working with FNDRS
Short testimonials from owners who went through the FNDRS process. Most are under two minutes.
Nearby
Other states in the Northeast
| Northeast | Tax on the gain | Complexity | Deal volume |
|---|---|---|---|
| Connecticut | 6.99% 2025 | Medium | Medium |
| Maine | 7.15% 2025 | Medium | Low |
| Massachusetts | 9% 2025 | Medium | High |
| New Hampshire | None 2025 | Low | Low |
| 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
The road starts with one step
Know where you stand in fifteen minutes, or talk the New Jersey sale through with a dealmaker. Either way, no pitch and no obligation.
Selling in New Jersey? 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.