NashvilleOptum buys Change Healthcare
UnitedHealth's Optum announced its purchase of Nashville-based Change Healthcare in January 2021 at about $13 billion including debt.
Healthcare Dive, 2021
Sell a business in Tennessee
The road from today to the years after a sale runs through Tennessee'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.
ComplexityLowTax on the gainNone 2025Deal volumeMediumEntity tax
Tennessee is a mid-sized market, where the right buyers usually have to be found rather than met. The state takes none of the gain. Expect a tax on the business itself on the way out.
Tax on the gain: No state income tax.
Today
Where you stand
Tennessee takes nothing from your gain, but the company pays excise tax on the sale and the broker needs a licence.
Business formation runs ahead of closures, and Nashville is a national centre for health care services and health technology companies that get bought.
Establishments, 2023 to 2024
0
Opened
0
Closed
0
Net gain
SBA Office of Advocacy, 2024
Between March 2023 and March 2024, 24,569 Tennessee establishments opened and 20,866 closed, a net gain of 3,703.
Change Healthcare, founded 2005 and based in Nashville, ran revenue-cycle and payment services for providers and insurers across the country.
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 Tennessee briefing, read aloud
The deal team on what changes when you sell a business in Tennessee.
Before the letter of intent
What Tennessee takes
The tax on the gain, and what to settle before a buyer names a price
No personal income tax, but an LLC or corporation registered in Tennessee pays a 6.5 percent excise tax on its own gain and a franchise tax on net worth.
State tax on the gain
0%
No state income tax.
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
No state tax on gains
Tennessee has no personal income tax, so a founder's capital gain on a sale carries no state tax.
Excise and franchise tax rates
The excise tax is 6.5 percent of Tennessee taxable income; the franchise tax is 0.25 percent of net worth, minimum $100.
The entity owes excise tax
An LLC, corporation, or limited partnership registered in Tennessee owes franchise and excise tax on an asset sale regardless of the owner's personal rate.
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 Tennessee runs under
The buyer must withhold for the seller's unpaid taxes unless the Department clears them, a 2026 law presumes five-year sale non-competes reasonable, and business brokerage falls under real estate licensing.
01The buyer holds back taxes
A buyer must hold back enough of the price to cover the seller's unpaid sales, business, and liquor-by-the-drink taxes unless the seller shows a Department clearance certificate.
Tennessee Department of Revenue, 2025
02Five-year sale non-competes presumed reasonable
HB 1034, effective July 1, 2026, presumes a sale-of-business non-compete reasonable for five years or the seller's payout period, and codifies blue-pencilling.
Maynard Nexsen, 2026
03Brokering needs a TREC licence
The Real Estate Broker License Act defines a transaction and a party to include a business opportunity, so brokering a business sale needs a TREC licence.
Justia (Tennessee Code), 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 no-income-tax state can still tax the sale: sell assets out of a Tennessee LLC and the entity owes 6.5 percent excise on the gain.
Since tax year 2024 the excise tax allows a $50,000 standard deduction against net earnings, so a small gain may escape it.
Successor liability reaches successors of successors and is joint and several, so a buyer's buyer can be chased for the original seller's tax.
When the process opens
Who buys
Who shows up for a business in Tennessee
Nashville health care companies draw national strategic buyers, and the largest recent exit survived a federal antitrust challenge.
NashvilleThe deal survived antitrust
A federal judge cleared the deal in 2022 over a Justice Department suit; the equity value was reported at $7.8 billion.
Healthcare Innovation, 2022
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 Tennessee lets the proceeds do
Tennessee offers self-settled asset protection trusts, 360-year dynasty trusts, and community property trusts, and sells them to non-residents as well.
CloseDay 0
Proceeds land. What the state keeps of them is settled above; what it lets them do from here is below.
Investment Services Trust2 yrs
The Tennessee Investment Services Trust, created in 2007, is a self-settled asset protection trust; creditor protection attaches after two years and needs a third-party trustee administering the assets in Tennessee.
Dynasty trust360 yrs
A Tennessee dynasty trust may run 360 years from creation.
Full step-up for the survivor
A Tennessee community property trust lets a married couple hold assets so the survivor gets a full basis step-up, cutting later capital gains.
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 Tennessee 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 Tennessee
Tennessee 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 South
| South | Tax on the gain | Complexity | Deal volume |
|---|---|---|---|
| Alabama | 5% 2025 | Medium | Medium |
| Arkansas | 3.9% 2025 | Low | Low |
| Delaware | 6.6% 2025 | Medium | Very low |
| Florida | None 2025 | Medium | Very high |
| Georgia | 5.19% 2025 | Medium | High |
| Kentucky | 4% 2025 | Medium | Medium |
| Louisiana | 3% 2025 | Low | Medium |
| Maryland | 8.5% 2025 | Medium | Medium |
| Mississippi | 4.4% 2025 | Low | Low |
| North Carolina | 4.25% 2025 | Medium | High |
| Oklahoma | 4.75% 2025 | Low | Medium |
| South Carolina | 6% 2025 | Low | Medium |
| Texas | None 2025 | Medium | Very high |
| Virginia | 5.75% 2025 | Medium | High |
| West Virginia | 4.82% 2025 | Medium | Low |
Your next step
The road starts with one step
Know where you stand in fifteen minutes, or talk the Tennessee sale through with a dealmaker. Either way, no pitch and no obligation.
Selling in Tennessee? 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.