What will you actually net on an Illinois business sale?

They subtract the fee and forget the rest

A hypothetical $1 million sale at a 10% success fee is not $900,000 in the account. Debt, legal costs, a holdback, a seller note, and tax sit in the same stack. BizBuySell’s Q2 2026 Insight Report put the reported median sale at $349,250. On that median, a 10% fee is about $35,000 — still smaller than a bad allocation or an unpaid equipment note. Price and structure first.

Thirty-five percent of owners in that report had no idea of value. Net-proceeds math without a recast is theater. Start with valuation, then this worksheet, then the longer net-proceeds article.

Federal long-term capital-gains treatment can apply to part of a qualifying sale. Illinois taxes individuals and entities under its own system — do not assume federal preferential rates simply carry over as a combined “capital gains rate” you can quote at a barbecue. Basis, holding period, depreciation recapture, and asset allocation move the result more than a 1% fee argument. The IRS starting bookmark: selling a business and Topic 409, capital gains and losses. Those pages are general. Your return is not.

The success fee typically comes from proceeds at closing. Your listing agreement should say whether it applies to cash, notes, and assumed debt. Handshake math is how fee disputes start. Minimum fees on smaller shops still come off the top. See the fee explainer. We work on a success fee. No listing retainer.

Debt is dollar-for-dollar at close, plus any prepayment penalty, unless a lender consents to an assumption. Put the payoff in the worksheet. Confirm with the lender. A seller note is not cash today — it is a credit you hope clears. Model the cash slice and the paper slice separately. See holdbacks and escrows.

Closing costs — counsel, escrow, filings — are smaller than allocation and still real. See closing costs. Bulk Sales and Secretary of State work sit in that stack when the structure requires them. They are not optional because the worksheet is a planning tool.

Walk scenarios on the page, then book /contact. Bring a sense of debt and structure. No upload portal. We will walk the stack and route you to a CPA for the tax line. We will not estimate your tax as if it were a quote.

If you are comparing DIY to representation, run the fee line and the price line together. A cheaper process that closes lower is not cheaper. See sell without a broker. If you are retiring into the 45 percent, run the after-tax number against the life you want. See sell and retire.

Forty-four percent of sellers in the Q4 2025 report wanted speed or lower stress. That preference often means more note and more holdback — which is exactly why cash-at-close and enterprise value must stay on separate lines. Speed is a structure choice. It is not a reason to skip the reserve. The worksheet is an educational stack: fee, debt, tax reserve, allocation. It is not a CPA letter, not a combined Illinois capital-gains rate, and not a promise you will clear the slider you typed on a Thursday night.