Selling a business in Virginia: what the state takes (2026)
Virginia’s top individual income tax rate is 5.75%. Here is what an owner selling company stock pays, with 2026 rules from official sources and worked examples at $10 million, $25 million and $50 million.
- 5.75%
- Top Virginia income tax rate (2026)
- $1,437,500
- State tax on a $25M long-term gain
- 29.5%
- Combined federal and state rate on $25M
- 17 of 51
- Rank by total tax on $25M (1 = highest)
How Virginia taxes a business sale
- Income tax
- Top rate 5.75%: Over $17,000 (all filers).
- Long-term capital gains
- Capital gains are taxed as ordinary income; the 5.75% top rate applies to nearly all of the gain.
- Relief that applies only in some sales
- Va. Code 58.1-322.02(24) subtracts long-term gain from investments in qualified Virginia businesses (principal office in Virginia, under $3M revenue in the year before the investment), but only for investments made from April 1, 2010 to June 30, 2020. It would rarely apply to a founder's own stock.
- Local taxes
- No local income taxes.
Three worked examples
| Long-term gain | $10,000,000 | $25,000,000 | $50,000,000 |
|---|---|---|---|
| Federal capital gains tax (20%) | $2,000,000 | $5,000,000 | $10,000,000 |
| Net investment income tax (3.8%) | $380,000 | $950,000 | $1,900,000 |
| Virginia tax | $575,000 | $1,437,500 | $2,875,000 |
| Total tax | $2,955,000 | $7,387,500 | $14,775,000 |
| Effective combined rate | 29.55% | 29.55% | 29.55% |
| Net proceeds after tax | $7,045,000 | $17,612,500 | $35,225,000 |
| Extra tax versus Texas | $575,000 | $1,437,500 | $2,875,000 |
Seller’s tax calculator
Estimate federal and state tax on a stock sale and what is left before fees and debt.
- Long-term capital gain
- $25,000,000
- Federal capital gains tax (20%)
- $5,000,000
- Net investment income tax (3.8%)
- $950,000
- Virginia tax
- $1,437,500
- Taxable gain at 5.75%
- $1,437,500
- Total tax
- $7,387,500
- Effective rate on the gain
- 29.55%
- Net proceeds after tax
- $17,612,500
Illustration, not tax advice. Assumes a resident individual, the whole gain long-term, top marginal rates, no state credits, installment terms, QSBS exclusion or other planning, and no local taxes. Net proceeds are before transaction fees, debt repayment, escrows and earn-outs. Rates are for tax year 2026 where published; see the methodology.
Compare with other states
Neighboring states
- Kentucky27.3% combined, $18.18M net
- Maryland32.3% combined, $16.93M net
- North Carolina27.8% combined, $18.05M net
- Tennessee23.8% combined, $19.05M net
- West Virginia28.4% combined, $17.91M net
- District of Columbia34.5% combined, $16.36M net
Common comparisons
- California37.1% combined, $15.72M net
- New York34.1% combined, $16.48M net
- Texas23.8% combined, $19.05M net
- Florida23.8% combined, $19.05M net
- Nevada23.8% combined, $19.05M net
- Washington33.5% combined, $16.63M net
Methodology and sources
Virginia figures are for tax year 2026. Rate schedule in Va. Code 58.1-320 has been unchanged since 1990; the current code shows no 2025/2026 amendment. The examples assume a resident individual selling privately held stock for a long-term gain equal to the sale price (zero basis), with every dollar taxed at the top marginal rates, the federal 20% capital gains rate and the 3.8% net investment income tax, and no planning, credits or local taxes. Full assumptions are in the report methodology.
All 50 states and DC with source URLs.
- 1Va. Code 58.1-320 (individual income tax rates)
- 2Va. Code 58.1-322.02 (subtractions from federal AGI)
- 3Tax Foundation, State Individual Income Tax Rates and Brackets, 2026. Secondary source
Data last updated October 26, 2026.
Cite this research
You may quote and republish figures from this page with attribution and a link to the source.
Citation
Laurent Capital Research, “The Seller’s Tax Map: What Selling a Business Costs in Every State (2026): Virginia,” 2026, https://laurent.capital/research/seller-tax-map/virginiaLink (HTML)
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