PortlandTwistlock sold for $400 million
Portland cybersecurity firm Twistlock sold for more than 400 million dollars in 2019, among the largest exits in Oregon startup history.
Willamette Week, 2019
Sell a business in Oregon
The road from today to the years after a sale runs through Oregon'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.
ComplexityHighTax on the gain9.9% 2025Deal volumeMediumEstate taxEntity tax
Oregon 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, 9.9% at the top. Expect a tax on the business itself on the way out, a licensed broker, and an estate tax to plan the proceeds around.
Today
Where you stand
Oregon taxes the whole gain at up to 9.9 percent, and Portland-area sellers can owe county tax on top.
Nearly 388,000 small firms employ more than half of Oregon workers, and small business employment has grown faster than the national rate.
Small businesses
0
small businesses in Oregon, 99.4 percent of all firms, per the SBA 2025 profile.
SBA Office of Advocacy, 2025
Small-firm employees
0
Oregonians employed by small firms, 54.6 percent of the state workforce.
SBA Office of Advocacy, 2025
Small-firm job growth
0.0%
growth in Oregon small business employment between 1998 and 2022, ahead of the national rate.
SBA Office of Advocacy, 2022
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 Oregon briefing, read aloud
The deal team on what changes when you sell a business in Oregon.
Before the letter of intent
What Oregon takes
The tax on the gain, and what to settle before a buyer names a price
Oregon taxes capital gains as ordinary income at up to 9.9 percent, runs a gross receipts tax on the business, and keeps a 1 million dollar estate tax threshold.
State tax on the gain
0.0%
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
Ordinary rates up to 9.9
Oregon gives no preference to long-term gains; they are taxed at the ordinary brackets of 4.75 to 9.9 percent.
The corporate activity tax
The corporate activity tax is 250 dollars plus 0.57 percent of taxable Oregon commercial activity above 1 million dollars (ORS 317A.125).
Estate tax from $1 million
The estate tax starts at 1 million dollars, is not indexed for inflation, and runs from 10 to 16 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 Oregon runs under
A buyer of most of the assets of a business can inherit unpaid corporate activity tax, and employee non-competes need a salary above a threshold and a one-year cap.
01Buyer may owe seller CAT
A buyer acquiring a major part of a seller's business assets may be liable for the seller's unpaid corporate activity tax unless notice or withholding protects it.
Stoel Rives LLP
02Get a tax compliance certificate
Sellers are expected to obtain an Oregon Department of Revenue tax compliance certificate before closing, available online with a business identification number.
NW Corporate Law
03Non-competes limited to 12 months
Employee non-competes are enforceable only for salaried exempt staff earning above 116,427 dollars in 2025, and for at most 12 months after termination.
Oregon Bureau of Labor and Industries, 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
Sell from a Multnomah County address and the county takes up to 3 percent of the gain on top of the state 9.9 percent.
The Multnomah County Preschool for All tax adds 1.5 percent above 125,000 dollars of single income and another 1.5 percent above 250,000 dollars.
When the process opens
Who buys
Who shows up for a business in Oregon
The largest Oregon exits have been technology and cannabis companies sold to out-of-state buyers, with venture funding well below the coastal hubs.
StatewideCura sold for $949 million
Cura Cannabis was acquired by a Canadian company in a stock deal valued at 949 million dollars.
Willamette Week, 2019
StatewideVenture flow hit $528 million
Oregon venture capital deal flow reached 528 million dollars in 2018, its strongest year since the dot-com boom.
Willamette Week, 2018
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 Oregon lets the proceeds do
Oregon is not a trust haven: a 90-year perpetuities limit, no asset protection trust statute, and a 1 million dollar estate tax that reform bills failed to move in 2025.
CloseDay 0
Proceeds land. What the state keeps of them is settled above; what it lets them do from here is below.
Perpetuities horizon90 yrs
Oregon holds trusts to a 90-year perpetuities horizon and has no domestic asset protection trust statute.
Estate tax reform stalled
Eight bills to overhaul the estate tax were introduced in the 2025 session; none of the broad reforms passed.
WealthNatural resource exemption widened
HB 3630 extended the 15 million dollar natural resource estate tax exemption to trusts and entities for deaths on or after July 1, 2025.
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 Oregon 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 Oregon is on film yet. These are founders in other states who worked with FNDRS.47 founders on film
Nearby
Other states in the West
| West | Tax on the gain | Complexity | Deal volume |
|---|---|---|---|
| Alaska | None 2025 | Very low | Very low |
| Arizona | 2.5% 2025 | Medium | High |
| California | 13.3% 2025 | Medium | Very high |
| Colorado | 4.4% 2025 | Low | Medium |
| Hawaii | 7.25% 2025 | Medium | Low |
| Idaho | 5.3% 2025 | Medium | Low |
| Montana | 4.1% 2025 | Low | Very low |
| Nevada | None 2025 | Medium | Low |
| New Mexico | 5.9% 2025 | Medium | Low |
| Utah | 4.5% 2025 | Medium | Medium |
| Washington | 9.9% 2025 | High | High |
| Wyoming | None 2025 | Low | Very low |
Your next step
The road starts with one step
Know where you stand in fifteen minutes, or talk the Oregon sale through with a dealmaker. Either way, no pitch and no obligation.
Selling in Oregon? 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.