Sell by state

Sell a business in North Dakota

The road from today to the years after a sale runs through North Dakota'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
Midwest
Largest markets
Fargo, Bismarck
ComplexityLowTax on the gain2.5% 2025Deal volumeVery low

North Dakota is one of the quietest markets, where the strongest buyers are usually brought in from outside the state. The state's cut of the gain is modest, 2.5% at the top, with part of a long-term gain excluded. Little else gets in the way of the sale.

Tax on the gain: 40% of a long-term gain is excluded.

Today

Where you stand

North Dakota shares the lowest top rate of any state that taxes wages, 2.5 percent, and bans non-competes, but not when a business is sold.

A small market of about 78,000 small businesses, but they carry a larger share of employment than in most states.

Small business base
0

small businesses

0

employees

0.0%

of workforce

SBA Office of Advocacy, 2025

North Dakota had 78,219 small businesses, 98.8 percent of all firms, employing 197,212 people or 57.6 percent of the workforce.

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 North Dakota briefing, read aloud

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

Before the letter of intent

What North Dakota takes

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

A top rate of 2.5 percent, the lowest in the country, and 40 percent of a long-term gain is excluded, so the state takes about 1.5 percent. No estate or gross receipts tax.

State tax on the gain
0.0%

40% of a long-term gain is excluded.

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

Three brackets, top 2.5 percent

North Dakota's 2025 rates are 0 percent, 1.95 percent, then 2.5 percent above $244,825 of taxable income for a single filer.

2023 cut to three brackets

The 2023 session cut the five brackets to three with a zero first bracket and lowered the top rate to 2.5 percent.

40 percent of gains excluded

Forty percent of a net long-term capital gain is excluded from North Dakota taxable income, leaving an effective top rate near 1.5 percent.

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 North Dakota runs under

Section 9-08-06 voids almost every non-compete, but the seller of a business's goodwill, and its partners, members, or shareholders, may still agree not to compete with the buyer.

01

Restraints of trade are void

N.D.C.C. 9-08-06 voids any contract restraining a person from a lawful profession, trade, or business, with two exceptions.

SW&L Attorneys, 2019

02

Non-compete allowed on goodwill sale

Since House Bill 1351 in 2019, a seller of goodwill may agree not to compete within a reasonable area for a reasonable time, not just a named county or city.

SW&L Attorneys, 2019

03

Members and shareholders included

The 2019 amendment also extended the exception to members and shareholders selling an ownership interest, not only partners.

SW&L Attorneys, 2019

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 North Dakota employee cannot be held to a non-compete at all, yet the founder who sells the company can be, because the statute carves out the sale of goodwill.

The buyer may enforce a non-compete only while it, or someone who takes the goodwill from it, carries on a like business in that area.

When the process opens

Who buys

Who shows up for a business in North Dakota

Fargo is the deal town: its best-known exits went to Microsoft and to Minneapolis private equity, and buyers of North Dakota companies tend to come from across the Minnesota line.

StatewideMarco sold to Norwest Equity

Marco, the voice, data, and print services company with offices across North Dakota, was sold to Minneapolis-based Norwest Equity Partners to fund a growth-by-acquisition strategy.

InForum (Fargo)

FargoGreat Plains went to Microsoft

Great Plains Software, founded in Fargo in 1981, went public in 1997 and was sold to Microsoft in 2001 with about 2,200 employees.

Wikipedia, 2001

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 North Dakota lets the proceeds do

No estate or inheritance tax, and the income tax on what the proceeds earn afterwards tops out at 2.5 percent.

No estate or inheritance tax

North Dakota is not among the 12 estate-tax states or the five inheritance-tax states as of October 2025.

Wealth

Lowest top rate, with Arizona

Only Arizona shares North Dakota's 2.5 percent top individual rate, the lowest of any state that taxes wages, in 2025.

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 North Dakota 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 North Dakota 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 Midwest

Every state
The other states in the Midwest: the top state rate on the gain, the complexity of a sale, and the deal volume.
MidwestTax on the gainComplexityDeal volume
Illinois4.95% 2025HighVery high
Indiana3% 2025LowMedium
Iowa3.8% 2025MediumLow
Kansas5.58% 2025MediumLow
Michigan4.25% 2025MediumHigh
Minnesota9.85% 2025HighMedium
MissouriNone 2025LowMedium
Nebraska5.2% 2025HighLow
Ohio3% 2025MediumHigh
South DakotaNone 2025LowVery low
Wisconsin7.65% 2025MediumMedium

Selling in North Dakota? 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.