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Paying Doc Stamp Tax on Your Seller Note

From Jacksonville Business Brokers Direct. Reviewed October 17, 2026.

If you agree to carry part of the price as a seller note, Florida adds a small tax to the paperwork. It surprises owners who expected the only taxes in a sale to be on their gain.

This guide from Jacksonville Business Brokers Direct shows how the documentary stamp tax works on a seller note, with the math worked out.

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A closing attorney's desk with a signed promissory note, a calculator and a pen beside a laptop

How to handle the stamps on your note

  1. Settle the note amount and whether any Florida real estate will secure it
  2. Run the tax math so both sides know the cost before the letter of intent turns into a contract
  3. Negotiate who pays the stamp tax and write it into the purchase agreement
  4. Ask your closing attorney to calculate, collect and pay the tax at signing
  5. Keep a copy of the stamped note and payment record with your closing file

Where a seller note fits in a Florida deal

Most sales of established companies use some mix of buyer cash, a bank or SBA loan and a seller note. SBA 7(a) loans can go up to $5 million, and lenders often like to see the seller carry a piece.

A seller note is a promissory note the buyer signs to you for part of the price. They pay it back over time, with interest, after closing. It shows you believe the business will keep performing.

In Florida, a written promise to pay money is subject to documentary stamp tax. That includes your seller note. The tax is due when the note is signed or delivered in Florida.

The rate and the cap

The documentary stamp tax on a note is 35 cents per $100 of the amount, which works out to 0.35%. For most seller notes, there is a ceiling on top of that rate.

If the note is not secured by Florida real estate, the tax is capped at $2,450. The cap is reached at a $700,000 note. Any note larger than that, with no Florida real estate behind it, still pays $2,450.

Seller notes are usually backed by the business assets, a pledge of the company or a personal guarantee rather than a mortgage on Florida real estate. Your closing attorney confirms how the cap applies to your note and its collateral.

The math on a few common note sizes

Here is how the numbers work for notes that are not secured by Florida real estate:

  • $300,000 note: 3,000 units of $100 times 35 cents equals $1,050.
  • $500,000 note: 5,000 units times 35 cents equals $1,750.
  • $700,000 note: 7,000 units times 35 cents equals $2,450, right at the cap.
  • $900,000 note: the plain math gives $3,150, but the cap holds the tax at $2,450.

Next to a broker fee, a CPA bill or the tax on your gain, these are modest numbers. They still deserve a line in the purchase agreement so nobody is surprised at the table.

When Florida real estate secures the note

Some sellers own the building along with the business. If the buyer gives you a mortgage on Florida real estate to secure the note, the cap no longer applies. The full note is taxed at 35 cents per $100.

A mortgage also brings the nonrecurring intangible tax, which is 0.2% of the amount it secures. That is a second, separate charge on top of the stamp tax.

Take the same $900,000 note, now secured by a mortgage on a building in Duval County:

  • Documentary stamp tax on the full note: $3,150.
  • Intangible tax at 0.2%: $1,800.
  • Total: $4,950, compared with $2,450 for the same note without the mortgage.

That gap is worth weighing against the extra security a mortgage gives you. Many sellers decide it is worth paying. Others take a different form of security and keep the cap.

Who actually pays the tax

The parties agree on who pays. Often the buyer pays, since they are the borrower signing the note. But it is a negotiable point, and some deals split it or roll it into the price.

Settle it during the letter of intent or early drafting, not at the closing table. A few thousand dollars is easy to agree on early and surprisingly sticky once everyone is tired.

Whoever pays, the closing attorney usually calculates the tax, collects it and handles the payment. You should see it on the closing statement as its own line.

The tax is the small part of carrying a note

The stamp tax is a one time cost. The bigger question is whether the buyer will keep paying for the next several years, and that depends on how they run the company you built.

Before you agree to carry paper, look at the buyer's experience, how much cash they are putting in and what security you get. A note behind a bank loan usually waits in line if things go wrong.

A clean, steady business makes a note safer for you, too. Keep performance level through the sale, so the buyer starts with the same cash flow they paid for.

Keep the paperwork with your note

Your note may run for several years. Keep the signed original, proof that the stamp tax was paid and the security documents together. If the note is ever sold, refinanced or enforced, you will want them.

Collecting the note also affects when you wind down your old company. Many sellers keep the entity open until the last payment, which we cover in Sunbiz filings after you sell.

How a note shapes your total proceeds is part of the bigger valuation picture, covered on our Jacksonville business appraisal page and in selling a Jacksonville company.

Your CPA or closing attorney can confirm the exact figure for your note and how it shows on the closing statement.

Wondering what a buyer might pay, and how much might come as a note? Request a private value range or call (904) 555-0129.

Call (904) 555-0129