PittsburghDuolingo listed rather than sold
Duolingo, founded in Pittsburgh in 2011, listed on Nasdaq in 2021 rather than selling.
Wikipedia, 2021
Sell a business in Pennsylvania
The road from today to the years after a sale runs through Pennsylvania'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 gain3.07% 2025Deal volumeHighEstate tax
Pennsylvania is a busy market for business sales, with a deep bench of buyers. The state's cut of the gain is modest, 3.07% at the top. Expect a tax-clearance or bulk-sale notice before closing, and an estate tax to plan the proceeds around.
Tax on the gain: Flat rate.
Today
Where you stand
Pennsylvania taxes the gain at a flat 3.07 percent, then asks for a bulk-sale clearance before the buyer can close clean.
More than 1.2 million small businesses employ 2.5 million Pennsylvanians, and small firms carry nearly a third of the state exports.
Small businesses
0.0M
small businesses employing 2.5 million people, per the SBA Office of Advocacy 2025 profile.
SBA Office of Advocacy, 2025
Small exporters
0
exporters
0.0%
small
$0B
shipped
SBA Office of Advocacy, 2025
Of 13,338 identified Pennsylvania exporters, 87.9 percent were small, shipping 15 billion dollars, or 30.5 percent of the total.
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 Pennsylvania briefing, read aloud
The deal team on what changes when you sell a business in Pennsylvania.
Before the letter of intent
What Pennsylvania takes
The tax on the gain, and what to settle before a buyer names a price
A flat 3.07 percent on every gain with no long-term preference, and an inheritance tax of 4.5 percent even on what passes to children.
State tax on the gain
0.00%
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
Flat 3.07 percent on gains
Pennsylvania taxes net gains from the disposition of property as one of eight income classes, at the flat 3.07 percent personal income tax rate.
Inheritance tax to 15 percent
Inheritance tax is 0 percent to a spouse, 4.5 percent to lineal heirs, 12 percent to siblings and 15 percent to others.
Family business exemption, seven years
A family business at least five years old, under 50 employees and 5 million dollars net book value, passes free of inheritance tax if heirs keep it seven years.
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 Pennsylvania runs under
Selling more than half the assets triggers a bulk-sale filing ten days before closing, and health care practitioners got new non-compete limits in 2025.
01Over 51 percent is bulk
Transferring more than 51 percent of a business's assets, real estate included, is a bulk sale, and the buyer must get bulk sale clearance certificates from the seller.
Pennsylvania Department of Revenue, 2025
02REV-181 ten days before closing
Sellers file REV-181 with Revenue and Labor and Industry ten days before closing; the certificate can take over a year, and without it the state may pursue the buyer.
Kang Haggerty LLC, 2017
03Health non-competes capped, sale exempt
Since January 1, 2025, non-competes for physicians, nurse anesthetists, nurse practitioners and physician assistants are capped at one year, with an exception for the sale of a practice.
Foley & Lardner LLP, 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 takes 3.07 percent when you sell, then 4.5 percent again when the proceeds pass to your children.
The inheritance tax on lineal heirs, 4.5 percent, is higher than the 3.07 percent income tax Pennsylvania charges on the sale itself.
When the process opens
Who buys
Who shows up for a business in Pennsylvania
Recent Pittsburgh headline exits went public or to private equity, from a language app to recruiting software.
PittsburghJazzHR went to K1
Pittsburgh recruiting software company JazzHR was bought by private equity firm K1 Investment Management in May 2021, price undisclosed.
Technical.ly, 2021
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 Pennsylvania lets the proceeds do
Pennsylvania abolished the rule against perpetuities for trusts created after 2006, so a dynasty trust can hold sale proceeds and sidestep inheritance tax at each generation.
CloseDay 0
Proceeds land. What the state keeps of them is settled above; what it lets them do from here is below.
Trusts since 2007No limit
Pennsylvania repealed the rule against perpetuities in 2006 for trusts created in 2007 and later, which opened the door to dynasty trusts.
No fresh inheritance tax
Assets inside a Pennsylvania dynasty trust pass to the next generation without a fresh inheritance tax at each death.
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 Pennsylvania 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 Pennsylvania is on film yet. These are founders in other states who worked with FNDRS.47 founders on film
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 Jersey | 10.75% 2025 | Medium | High |
| New York | 10.9% 2025 | Medium | Very 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 Pennsylvania sale through with a dealmaker. Either way, no pitch and no obligation.
Selling in Pennsylvania? 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.