State guides: private equity recaps in five states
A majority recap works the same way on paper everywhere. The rules for advisors, and the state taxes on your proceeds, do not.
Federal law lets an M&A advisor work without registering as a broker-dealer only in deals where the buyer ends up controlling the company (presumed at 25% or more of a voting class) and is active in managing it, and the company is under $25 million in EBITDA or $250 million in revenue (15 U.S.C. 78o(b)(13) (opens a new tab)). States add their own rules on top.
Each guide below covers the state's rules for the advisors who work on these deals and how the state taxes individual income, with every rule and rate linked to its source. For the mechanics that apply everywhere, read what happens to the stake you roll and how earnouts and holdbacks work.
Michigan's M&A broker rule, how real estate is handled, and the 4.25% income tax for 2026.
Caution
Retained ownership and future upside are possibilities, not promised second paydays. Rolled or retained equity is usually illiquid, often a minority position behind acquisition debt, and can lose some or all of its value.
Tell us about your company and we will explain how a recap would work for you, or say plainly if it would not. We work on control transactions: a full sale, or a majority recap in which a buyer acquires a controlling interest and takes an active role in running the business. We introduce qualified buyers, including private equity groups, family offices and strategic acquirers. We do not arrange minority investments or growth-capital raises; if one may fit, we can refer you to a registered broker-dealer.
