
Controlling Interest Transfer Tax by State: When Selling a Company That Owns Real Estate Triggers Transfer Tax (2026)
- Primary data
- SMBB registry of state transfer tax statutes and rules (51 jurisdictions), hand-coded
- Data period
- Law in force on 2026-11-02
- Latest release used
- 2026-11-02
- Next release
- Quarterly review; next check 2027-02
- Geography
- 50 states and the District of Columbia, plus three cities
- Sources
- 53 (50 Tier 1)
A controlling interest transfer tax reaches entity sales in 14 of 51 jurisdictions (13 states plus D.C.), coded from texts read November 2, 2026. Selling 100% of a one-owner LLC holding a $1,000,000 building triggers state tax in 13, from $1,000 in Illinois to $29,000 in D.C. Selling an operating company that owns its building triggers it in 5.
Controlling interest transfer tax registry, 50 states and the District of Columbia
Checked quarterly, and after each legislative session. Last checked 2026-11-02. Entries are neutral records of public data; each links to its source record.
| Jurisdiction | Rule as coded from the official text | Date | Evidence | Source |
|---|---|---|---|---|
| Alabama | State tax: yes (Deed tax). Entity-transfer rule: no. Trigger: n/a. Lookback: n/a. Test: n/a. Rate on entity transfers: deeds only: $.50 per $500. Citation: Ala. Code 40-22-1 (as summarized by the Alabama Department of Revenue). Confidence: interpretation needed. | 2026-11-02 | agency record | Record |
| Alaska | State tax: no (none found). Entity-transfer rule: no. Trigger: n/a. Lookback: n/a. Test: n/a. Rate on entity transfers: n/a. Citation: No state real estate transfer tax located; U.S. Census Bureau FY2025 state tax collections (released 2026-04-15) report X in item T51 (documentary and stock transfer taxes). Confidence: interpretation needed. | 2026-11-02 | agency record | Record |
| Arizona | State tax: no (none (affidavit of value only)). Entity-transfer rule: no. Trigger: n/a. Lookback: n/a. Test: n/a. Rate on entity transfers: n/a. Citation: Ariz. Const. art. IX, sec. 24 (no new tax on conveying any interest in real property; taxes in existence on December 31, 2007 excepted); A.R.S. 11-1133 affidavit of legal value. Confidence: clear text. | 2026-11-02 | agency record | Record |
| Arkansas | State tax: yes (Real property transfer tax). Entity-transfer rule: no. Trigger: n/a. Lookback: n/a. Test: n/a. Rate on entity transfers: deeds only: $3.30 per $1,000. Citation: Ark. Code 26-60-101 et seq. (DFA summary). Confidence: interpretation needed. | 2026-11-02 | agency record | Record |
| California | State tax: county only (Documentary transfer tax ($0.55 per $500, county ordinance)). Entity-transfer rule: county level. Trigger: Partnership termination (IRC 708) treated as a conveyance. Lookback: n/a. Test: n/a. Rate on entity transfers: $0.55 per $500 county rate; cities may add. Citation: Cal. Rev. & Tax. Code 11911(a), 11925(a) to (d). Confidence: interpretation needed. | 2026-11-02 | agency record (archived copy) | Record |
| Colorado | State tax: yes (State documentary fee). Entity-transfer rule: no. Trigger: n/a. Lookback: n/a. Test: n/a. Rate on entity transfers: deeds only: 1 cent per $100 over $500. Citation: C.R.S. 39-13-102 (as quoted by Weld County Clerk and Recorder). Confidence: interpretation needed. | 2026-11-02 | agency record | Record |
| Connecticut | State tax: yes (Real estate conveyance tax; controlling interest transfer tax). Entity-transfer rule: yes. Trigger: More than 50%. Lookback: Series of transactions; transfers within 6 months presumed a series. Test: None (any entity possessing in-state real property worth $2,000 or more). Rate on entity transfers: 1.11% of present true and actual value. Citation: Conn. Gen. Stat. 12-638a, 12-638b. Confidence: clear text. | 2026-11-02 | agency record | Record |
| Delaware | State tax: yes (Realty transfer tax). Entity-transfer rule: yes. Trigger: Taxable unless prior owners keep 80% or more; below 80% taxable only if regulations treat it as a sale. Lookback: Conveyance or series of conveyances. Test: Characterization factors incl. business purpose (Secretary of Finance regulations). Rate on entity transfers: 2.5% state where the locality levies its full 1.5% (3% otherwise). Citation: 30 Del. C. 5401(8), 5402(a). Confidence: interpretation needed. | 2026-11-02 | agency record | Record |
| District of Columbia | State tax: yes (Recordation tax and transfer tax). Entity-transfer rule: yes. Trigger: More than 50%. Lookback: Any 12-month period. Test: Entity derives more than 50% of gross receipts from DC real property, or DC real property is 80% or more of tangible assets. Rate on entity transfers: 2.9% recordation tax on consideration allocable to the real property. Citation: D.C. Code 42-1101(11), 42-1102.02, 42-1103(a)(2); 47-903. Confidence: clear text. | 2026-11-02 | agency record | Record |
| Florida | State tax: yes (Documentary stamp tax (70 cents per $100)). Entity-transfer rule: limited. Trigger: Any share of a conduit entity. Lookback: 3 years after property was conveyed to the entity without full consideration. Test: Conduit entity only (property contributed without full consideration). Rate on entity transfers: 0.70% (70 cents per $100). Citation: Fla. Stat. 201.02(1)(a), (1)(b). Confidence: clear text. | 2026-11-02 | agency record | Record |
| Georgia | State tax: yes (Real estate transfer tax). Entity-transfer rule: no. Trigger: n/a. Lookback: n/a. Test: n/a. Rate on entity transfers: deeds only: $1 for first $1,000 and 10 cents per $100 after. Citation: O.C.G.A. 48-6-1 (Georgia Department of Revenue page). Confidence: interpretation needed. | 2026-11-02 | agency record | Record |
| Hawaii | State tax: yes (Conveyance tax). Entity-transfer rule: no. Trigger: n/a. Lookback: n/a. Test: n/a. Rate on entity transfers: deeds only: graduated, 10 cents to 1.25 per $100 by value and use. Citation: HRS ch. 247; HAR 18-247; Form P-64A instructions (Rev. 2025). Confidence: interpretation needed. | 2026-11-02 | agency record | Record |
| Idaho | State tax: no (none found). Entity-transfer rule: no. Trigger: n/a. Lookback: n/a. Test: n/a. Rate on entity transfers: n/a. Citation: No state real estate transfer tax located; U.S. Census Bureau FY2025 state tax collections (released 2026-04-15) report X in item T51 (documentary and stock transfer taxes). Confidence: interpretation needed. | 2026-11-02 | agency record | Record |
| Illinois | State tax: yes (Real estate transfer tax). Entity-transfer rule: yes. Trigger: More than 50%. Lookback: One or more related transactions. Test: Real estate entity: exists substantially to hold real property; presumed if real property is more than 75% of asset value. Rate on entity transfers: $0.50 per $500 (0.1%) state. Citation: 35 ILCS 200/31-5, 31-10. Confidence: clear text. Change: 31-5 amended by P.A. 103-963, eff. 8-9-24. | 2026-11-02 | agency record (archived copy) | Record |
| Indiana | State tax: no (none found). Entity-transfer rule: no. Trigger: n/a. Lookback: n/a. Test: n/a. Rate on entity transfers: n/a. Citation: No state real estate transfer tax located; U.S. Census Bureau FY2025 state tax collections (released 2026-04-15) report X in item T51 (documentary and stock transfer taxes). Confidence: interpretation needed. | 2026-11-02 | agency record | Record |
| Iowa | State tax: yes (Real estate transfer tax). Entity-transfer rule: no. Trigger: n/a. Lookback: n/a. Test: n/a. Rate on entity transfers: deeds only: 80 cents per $500 over $500. Citation: Iowa Code 428A.1. Confidence: clear text. | 2026-11-02 | agency record | Record |
| Kansas | State tax: no (none found). Entity-transfer rule: no. Trigger: n/a. Lookback: n/a. Test: n/a. Rate on entity transfers: n/a. Citation: No state real estate transfer tax located; U.S. Census Bureau FY2025 state tax collections (released 2026-04-15) report X in item T51 (documentary and stock transfer taxes). Confidence: interpretation needed. | 2026-11-02 | agency record | Record |
| Kentucky | State tax: yes (Real estate transfer tax). Entity-transfer rule: no. Trigger: n/a. Lookback: n/a. Test: n/a. Rate on entity transfers: deeds only: $0.50 per $500. Citation: KRS 142.050 (text as amended by 2012 Ky. Acts ch. 44). Confidence: interpretation needed. | 2026-11-02 | agency record | Record |
| Louisiana | State tax: no (none found). Entity-transfer rule: no. Trigger: n/a. Lookback: n/a. Test: n/a. Rate on entity transfers: n/a. Citation: No state real estate transfer tax located; U.S. Census Bureau FY2025 state tax collections (released 2026-04-15) report X in item T51 (documentary and stock transfer taxes). Confidence: interpretation needed. | 2026-11-02 | agency record | Record |
| Maine | State tax: yes (Real estate transfer tax). Entity-transfer rule: yes. Trigger: More than 50%. Lookback: Any 12-month period; acquisitions of persons acting in concert aggregated. Test: None (any entity with a fee interest in Maine real property). Rate on entity transfers: $2.20 per $500 (0.44%), half each party; plus $3.80 per $500 on value over $1,000,000. Citation: 36 M.R.S. 4641(1-A), 4641-A(2). Confidence: clear text. Change: PL 2025, c. 388, Pt. V added the rate over $1,000,000. | 2026-11-02 | agency record | Record |
| Maryland | State tax: yes (State transfer tax; county recordation and transfer taxes). Entity-transfer rule: yes. Trigger: More than 80%. Lookback: Within 12 months under a plan of transfer. Test: Real property entity: Maryland real property is 80% or more of asset value and worth $1,000,000 or more. Rate on entity transfers: 0.5% state transfer tax plus county rates. Citation: Md. Code, Tax-Prop. 12-117, 13-103, 13-203. Confidence: clear text. | 2026-11-02 | agency record | Record |
| Massachusetts | State tax: yes (Deed excise). Entity-transfer rule: no. Trigger: n/a. Lookback: n/a. Test: n/a. Rate on entity transfers: deeds only: $2 per $500 (Barnstable $1.50). Citation: M.G.L. c. 64D, sec. 1. Confidence: clear text. | 2026-11-02 | agency record (archived copy) | Record |
| Michigan | State tax: yes (State real estate transfer tax). Entity-transfer rule: yes. Trigger: More than 80%. Lookback: Not stated in the sections read. Test: Real property is 90% or more of the fair market value of the entity's assets. Rate on entity transfers: $3.75 per $500 (0.75%). Citation: MCL 207.522(a), 207.523(1)(c), 207.525(1). Confidence: clear text. | 2026-11-02 | agency record (archived copy) | Record |
| Minnesota | State tax: yes (Deed tax (.0033 of net consideration)). Entity-transfer rule: limited. Trigger: Change that undoes a designated transfer. Lookback: 6 months after a designated transfer. Test: Designated transfers only. Rate on entity transfers: 0.33%. Citation: Minn. Stat. 287.21, subd. 1(c). Confidence: clear text. | 2026-11-02 | agency record | Record |
| Mississippi | State tax: no (none found). Entity-transfer rule: no. Trigger: n/a. Lookback: n/a. Test: n/a. Rate on entity transfers: n/a. Citation: No state real estate transfer tax located; U.S. Census Bureau FY2025 state tax collections (released 2026-04-15) report X in item T51 (documentary and stock transfer taxes). Confidence: interpretation needed. | 2026-11-02 | agency record | Record |
| Missouri | State tax: no (none). Entity-transfer rule: no. Trigger: n/a. Lookback: n/a. Test: n/a. Rate on entity transfers: n/a. Citation: Mo. Const. art. X, sec. 25 (adopted November 2, 2010): no new tax on the sale or transfer of homes or any other real estate. Confidence: interpretation needed. | 2026-11-02 | agency record | Record |
| Montana | State tax: no (none). Entity-transfer rule: no. Trigger: n/a. Lookback: n/a. Test: n/a. Rate on entity transfers: n/a. Citation: Mont. Const. art. VIII, sec. 17 (Const. Initiative No. 105, approved Nov. 2, 2010). Confidence: clear text. | 2026-11-02 | agency record | Record |
| Nebraska | State tax: yes (Documentary stamp tax). Entity-transfer rule: no. Trigger: n/a. Lookback: n/a. Test: n/a. Rate on entity transfers: deeds only: $2.32 per $1,000. Citation: Neb. Rev. Stat. 76-901. Confidence: interpretation needed. | 2026-11-02 | agency record (archived copy) | Record |
| Nevada | State tax: yes (Real property transfer tax). Entity-transfer rule: no. Trigger: n/a. Lookback: n/a. Test: n/a. Rate on entity transfers: deeds only: county totals $1.95 to $2.55 per $500 (includes $1.30 state share). Citation: NRS 375.010, 375.020, 375.023 (Nevada Department of Taxation RPTT report, Q1 FY2025-2026). Confidence: interpretation needed. | 2026-11-02 | agency record | Record |
| New Hampshire | State tax: yes (Real estate transfer tax). Entity-transfer rule: yes. Trigger: Any interest (no threshold). Lookback: Not stated. Test: Real estate holding company: engaged principally in owning, holding, selling or leasing real estate. Rate on entity transfers: $0.75 per $100 from the buyer and $0.75 per $100 from the seller (1.5% total). Citation: RSA 78-B:1, 78-B:1-a(V), (VI), 78-B:4(III). Confidence: clear text. | 2026-11-02 | agency record (archived copy) | Record |
| New Jersey | State tax: yes (Realty transfer fee; controlling interest transfer tax). Entity-transfer rule: yes. Trigger: More than 50%. Lookback: Transactions within 6 months presumed a series. Test: Class 4A commercial property worth more than $1,000,000. Rate on entity transfers: Graduated 1% to 3.5% of total consideration over $1,000,000 (contracts from July 10, 2025). Citation: N.J.S.A. 54:15C-1; P.L. 2025, c. 69; Form CITT-1 (9-26). Confidence: clear text. Change: P.L. 2025, c. 69 (eff. July 10, 2025): flat 1% replaced by 1% to 3.5% tiers; tax moved to the seller. | 2026-11-02 | agency record | Record |
| New Mexico | State tax: no (none found). Entity-transfer rule: no. Trigger: n/a. Lookback: n/a. Test: n/a. Rate on entity transfers: n/a. Citation: No state real estate transfer tax located; U.S. Census Bureau FY2025 state tax collections (released 2026-04-15) report X in item T51 (documentary and stock transfer taxes). Confidence: interpretation needed. | 2026-11-02 | agency record | Record |
| New York | State tax: yes (Real estate transfer tax). Entity-transfer rule: yes. Trigger: 50% or more. Lookback: Not stated in the statute text read. Test: None (any entity with an interest in New York real property). Rate on entity transfers: $2 per $500 (0.4%); plus $1.25 per $500 in cities of 1 million or more for non-residential conveyances of $2 million or more. Citation: N.Y. Tax Law 1401(b), (e); 1402(a). Confidence: clear text. | 2026-11-02 | agency record (archived copy) | Record |
| North Carolina | State tax: yes (Excise tax on conveyances). Entity-transfer rule: no. Trigger: n/a. Lookback: n/a. Test: n/a. Rate on entity transfers: deeds only: $1 per $500. Citation: G.S. 105-228.28 to 105-228.30. Confidence: clear text. | 2026-11-02 | agency record (archived copy) | Record |
| North Dakota | State tax: no (none found). Entity-transfer rule: no. Trigger: n/a. Lookback: n/a. Test: n/a. Rate on entity transfers: n/a. Citation: No state real estate transfer tax located; U.S. Census Bureau FY2025 state tax collections (released 2026-04-15) report X in item T51 (documentary and stock transfer taxes). Confidence: interpretation needed. | 2026-11-02 | agency record | Record |
| Ohio | State tax: county only (County real property transfer tax (up to 30 cents per $100) plus state-set county conveyance fee). Entity-transfer rule: no. Trigger: n/a. Lookback: n/a. Test: n/a. Rate on entity transfers: n/a. Citation: Ohio Rev. Code 322.02(A); 319.54. Confidence: clear text. | 2026-11-02 | agency record (archived copy) | Record |
| Oklahoma | State tax: yes (Documentary stamp tax). Entity-transfer rule: no. Trigger: n/a. Lookback: n/a. Test: n/a. Rate on entity transfers: deeds only: $0.75 per $500. Citation: 68 O.S. 3201 to 3202 (Oklahoma Tax Commission notice). Confidence: interpretation needed. | 2026-11-02 | agency record | Record |
| Oregon | State tax: no (none statewide (local ban)). Entity-transfer rule: no. Trigger: n/a. Lookback: n/a. Test: n/a. Rate on entity transfers: n/a. Citation: ORS 306.815 (local governments may not tax the transfer of a fee estate in real property, with exceptions). Confidence: interpretation needed. | 2026-11-02 | agency record (archived copy) | Record |
| Pennsylvania | State tax: yes (Realty transfer tax). Entity-transfer rule: yes. Trigger: 90% or more. Lookback: Within 3 years. Test: Real estate company: primarily holds, sells or leases real estate, 90% held by 35 or fewer persons, and 60% of receipts from real estate or real estate 90% of tangible assets. Rate on entity transfers: 1% state; local taxes extra. Citation: 72 P.S. 8101-C, 8102-C.5; 61 Pa. Code 91.113, 91.201, 91.202. Confidence: clear text. Change: 1102-C.5(a) last amended July 9, 2013 (P.L.270, No.52). | 2026-11-02 | agency record | Record |
| Rhode Island | State tax: yes (Real estate conveyance tax). Entity-transfer rule: yes. Trigger: 50% or more. Lookback: Within 3 years. Test: Real estate company: same receipts (60%) or assets (90%) test as Pennsylvania. Rate on entity transfers: $3.75 per $500 (0.75%). Citation: R.I. Gen. Laws 44-25-1(a), (e), (f). Confidence: clear text. Change: Rate read $2.30 per $500 in the April 2025 copy and $3.75 per $500 in the October 2026 copy; history lists P.L. 2025, ch. 278, art. 5, sec. 10, eff. October 1, 2025. | 2026-11-02 | agency record (archived copy) | Record |
| South Carolina | State tax: yes (Deed recording fee). Entity-transfer rule: no. Trigger: n/a. Lookback: n/a. Test: n/a. Rate on entity transfers: deeds only: $1.85 per $500. Citation: S.C. Code 12-24-10 et seq.. Confidence: clear text. | 2026-11-02 | agency record | Record |
| South Dakota | State tax: yes (Real estate transfer fee). Entity-transfer rule: no. Trigger: n/a. Lookback: n/a. Test: n/a. Rate on entity transfers: deeds only: 50 cents per $500. Citation: SDCL 43-4-20, 43-4-21. Confidence: clear text. | 2026-11-02 | agency record | Record |
| Tennessee | State tax: yes (Realty transfer tax). Entity-transfer rule: no. Trigger: n/a. Lookback: n/a. Test: n/a. Rate on entity transfers: deeds only: $0.37 per $100. Citation: Tenn. Code Ann. 67-4-409 (Department of Revenue tax manual, June 2023). Confidence: interpretation needed. | 2026-11-02 | agency record | Record |
| Texas | State tax: no (none). Entity-transfer rule: no. Trigger: n/a. Lookback: n/a. Test: n/a. Rate on entity transfers: n/a. Citation: Tex. Const. art. VIII, sec. 29 (after January 1, 2016, no law may impose a transfer tax on a transaction conveying fee simple title). Confidence: clear text. | 2026-11-02 | agency record (archived copy) | Record |
| Utah | State tax: no (none found). Entity-transfer rule: no. Trigger: n/a. Lookback: n/a. Test: n/a. Rate on entity transfers: n/a. Citation: No state real estate transfer tax located; U.S. Census Bureau FY2025 state tax collections (released 2026-04-15) report X in item T51 (documentary and stock transfer taxes). Confidence: interpretation needed. | 2026-11-02 | agency record | Record |
| Vermont | State tax: yes (Property transfer tax; clean water surcharge). Entity-transfer rule: yes. Trigger: 50% or more. Lookback: Acquisitions of persons acting in concert aggregated; no fixed period in statute. Test: None (any person with title to Vermont property). Rate on entity transfers: 1.25% plus 0.22% surcharge (1.47%). Citation: 32 V.S.A. 9601(5), (6)(A)(iii), (12); 9602; 9602a. Confidence: clear text. | 2026-11-02 | agency record | Record |
| Virginia | State tax: yes (Recordation tax and grantor tax). Entity-transfer rule: no. Trigger: n/a. Lookback: n/a. Test: n/a. Rate on entity transfers: deeds only: 25 cents per $100 recordation; 50 cents per $500 grantor. Citation: Va. Code 58.1-801, 58.1-802. Confidence: clear text. | 2026-11-02 | agency record | Record |
| Washington | State tax: yes (Real estate excise tax (state graduated portion)). Entity-transfer rule: yes. Trigger: 50% or more. Lookback: Any 36-month period; persons acting in concert aggregated. Test: None (any entity with an interest in Washington real property). Rate on entity transfers: Graduated 1.1% to 3.0% (thresholds $525,000 / $1,525,000 / $3,025,000 for 2023 to 2026). Citation: RCW 82.45.010(2), 82.45.033, 82.45.060. Confidence: clear text. Change: Thresholds rise to $551,000 / $1,551,000 / $3,051,000 on January 1, 2027. | 2026-11-02 | agency record | Record |
| West Virginia | State tax: yes (Excise tax on privilege of transferring real property). Entity-transfer rule: no. Trigger: n/a. Lookback: n/a. Test: n/a. Rate on entity transfers: deeds only: $1.10 per $500 (state). Citation: W. Va. Code 11-22-2. Confidence: clear text. | 2026-11-02 | agency record (archived copy) | Record |
| Wisconsin | State tax: yes (Real estate transfer fee). Entity-transfer rule: no. Trigger: n/a. Lookback: n/a. Test: n/a. Rate on entity transfers: deeds only: 30 cents per $100. Citation: Wis. Stat. 77.21(1), 77.22(1). Confidence: clear text. | 2026-11-02 | agency record (archived copy) | Record |
| Wyoming | State tax: no (none found). Entity-transfer rule: no. Trigger: n/a. Lookback: n/a. Test: n/a. Rate on entity transfers: n/a. Citation: No state real estate transfer tax located; U.S. Census Bureau FY2025 state tax collections (released 2026-04-15) report X in item T51 (documentary and stock transfer taxes). Confidence: interpretation needed. | 2026-11-02 | agency record | Record |
14 jurisdictions apply a controlling interest transfer tax to entity sales
A controlling interest transfer tax treats the sale of shares or membership interests in a company that owns real estate as if the building itself had been sold. Of 51 jurisdictions, 14 have a general rule of this kind, 2 have narrow anti-avoidance rules, 18 tax deeds only, 2 leave the tax to counties and 15 have no statewide transfer tax.
Controlling interest: The ownership share whose transfer the statute treats as a sale of the entity's real property. Connecticut, for example, defines it as more than 50% of voting power in a corporation, or more than 50% of capital, profits or beneficial interest in a partnership, LLC, trust or other entity (Conn. Gen. Stat. 12-638a).
The 14 jurisdictions with a general rule are Connecticut, Delaware, District of Columbia, Illinois, Maine, Maryland, Michigan, New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island, Vermont, Washington. Each one taxes the entity sale through its ordinary real estate transfer tax, recordation tax or excise tax, so the rate and the payer follow that tax. Source texts are listed row by row in the registry at the end of this page and in the downloadable registry CSV.
Coding of state law as read 2026-11-02
Source: state constitutions, statutes and agency texts; U.S. Census Bureau FY2025 state tax collections.
| Coding result | Jurisdictions | Codes |
|---|---|---|
| No statewide real estate transfer tax | 15 | AK, AZ, ID, IN, KS, LA, MS, MO, MT, NM, ND, OR, TX, UT, WY |
| County-level tax only, under state law | 2 | CA, OH |
| Statewide tax on deeds only (no entity rule) | 18 | AL, AR, CO, GA, HI, IA, KY, MA, NE, NV, NC, OK, SC, SD, TN, VA, WV, WI |
| Statewide tax with a limited anti-avoidance rule | 2 | FL, MN |
| Statewide tax with a general controlling interest rule | 14 | CT, DE, DC, IL, ME, MD, MI, NH, NJ, NY, PA, RI, VT, WA |
| Total jurisdictions coded | 51 |
Full row-level coding with citations is in tables/registry.csv.
Source: [23] U.S. Census Bureau
Four of the 15 no-tax jurisdictions bar the tax in their constitutions: Arizona (art. IX, sec. 24, for taxes not in existence on December 31, 2007), Missouri (art. X, sec. 25, adopted November 2, 2010), Montana (art. VIII, sec. 17) and Texas (art. VIII, sec. 29, after January 1, 2016). Oregon's statute bars local transfer taxes, subject to exceptions listed in the statute that were not coded. For ten more (Alaska, Idaho, Indiana, Kansas, Louisiana, Mississippi, New Mexico, North Dakota, Utah and Wyoming) the coding rests on finding no statewide deed or entity tax plus the Census Bureau's FY2025 report of X for documentary and stock transfer taxes, so those rows are marked interpretation needed.
California and Ohio are coded separately. California's documentary transfer tax is a county tax of $0.55 per $500 adopted under state law, and Rev. & Tax. Code 11925(b) treats a partnership termination as a conveyance of all its realty. Ohio counties may levy up to 30 cents per $100 on each deed under Ohio Rev. Code 322.02, with no entity-transfer text.
One $1,000,000 building, 13 different state tax bills
Running a single hypothetical through every rule shows how far apart the results are. A one-owner LLC whose only asset is a $1,000,000 building is sold in full; state-level tax ranges from $0 in 38 jurisdictions to $29,000 in the District of Columbia.
- Scenario A, property LLC: one owner sells 100% of the membership interests in an LLC whose only asset is one in-state commercial building worth $1,000,000, leased to a business. The LLC bought the building at arm's length more than 3 years ago.
- Scenario B, operating company: the same building is owned by the operating business itself; the building is about half the value of the company's tangible assets and almost all receipts come from operations.
- Only the state-level tax on the entity transfer is computed. County, city and local taxes, mortgage and recording fees, exemptions and the consideration rules for debt are left out.
- Scenario A is also run at $3,000,000 to show graduated rates and thresholds in Washington, New Jersey and Maine.
| Jurisdiction | State rate applied to entity transfers | A: property LLC, $1,000,000 | B: operating company, $1,000,000 | A: property LLC, $3,000,000 | Confidence |
|---|---|---|---|---|---|
| District of Columbia | 2.9% recordation tax on consideration allocable to the real property | $29,000 | $0 | $87,000 | clear text |
| Delaware | 2.5% state where the locality levies its full 1.5% (3% otherwise) | $25,000 | uncertain | $75,000 | interpretation needed |
| New Hampshire | $0.75 per $100 from the buyer and $0.75 per $100 from the seller (1.5% total) | $15,000 | $0 | $45,000 | clear text |
| Vermont | 1.25% plus 0.22% surcharge (1.47%) | $14,700 | $14,700 | $44,100 | clear text |
| Washington | Graduated 1.1% to 3.0% (thresholds $525,000 / $1,525,000 / $3,025,000 for 2023 to 2026) | $11,855 | $11,855 | $59,137.50 | clear text |
| Connecticut | 1.11% of present true and actual value | $11,100 | $11,100 | $33,300 | clear text |
| Pennsylvania | 1% state; local taxes extra | $10,000 | $0 | $30,000 | clear text |
| Michigan | $3.75 per $500 (0.75%) | $7,500 | $0 | $22,500 | clear text |
| Rhode Island | $3.75 per $500 (0.75%) | $7,500 | $0 | $22,500 | clear text |
| Maryland | 0.5% state transfer tax plus county rates | $5,000 | $0 | $15,000 | clear text |
| Maine | $2.20 per $500 (0.44%), half each party; plus $3.80 per $500 on value over $1,000,000 | $4,400 | $4,400 | $28,400 | clear text |
| New York | $2 per $500 (0.4%); plus $1.25 per $500 in cities of 1 million or more for non-residential conveyances of $2 million or more | $4,000 | $4,000 | $12,000 | clear text |
| Illinois | $0.50 per $500 (0.1%) state | $1,000 | $0 | $3,000 | clear text |
| New Jersey | Graduated 1% to 3.5% of total consideration over $1,000,000 (contracts from July 10, 2025) | $0 | $0 | $75,000 | clear text |
A = one-owner LLC whose only asset is the building, leased out. B = operating company that owns its building (about half of tangible assets) and earns its receipts from operations. State-level tax only; county and city taxes excluded. Delaware B is uncertain because its rule depends on regulations not read. New Jersey owes $0 at exactly $1,000,000 because its tax starts above that amount.
Source: [1][2][3][5][6][7][8][9][10][11][12][14][16][17][18] Connecticut General Assembly; Delaware General Assembly, Delaware Code Online; Council of the District of Columbia, D.C. Law Library; Illinois General Assembly; Maine Legislature, Office of the Revisor of Statutes; Maryland General Assembly; Michigan Legislature; New Hampshire General Court; New Jersey Division of Taxation; New York State Senate, Open Legislation; Pennsylvania General Assembly; Rhode Island General Assembly; Vermont General Assembly; Washington State Legislature; Washington Department of Revenue
Scenario A, sale of 100% of a property LLC, building worth $1,000,000
Source: state statutes read 2026-11-02; SMBB worked example.
Scenario A, state-level tax only; $0 = no tax, no entity rule or below threshold
Source: state statutes and rules read 2026-11-02; SMBB coding. California (county tax only) not shown.
The median bill among the 13 jurisdictions that tax scenario A is $10,000, the mean is $11,235 and the highest bill is 29 times the lowest. New Jersey owes nothing at exactly $1,000,000 because its tax applies only to consideration in excess of $1,000,000; at $3,000,000 its 2.5% tier produces $75,000, tied for second place with Delaware.

Keeping the building inside the operating company changes the answer in 8 jurisdictions
Half of the general rules apply only to companies that exist mainly to hold real estate. When the building is one asset among many inside a working business, 5 jurisdictions still tax the sale and 8 either exempt it or leave the outcome uncertain.
Building worth $1,000,000; count of the 14 general-rule jurisdictions charging state tax
Source: SMBB coding of 14 state rules, read 2026-11-02.
- District of Columbia: entity must derive more than 50% of gross receipts from D.C. real property, or hold D.C. real property worth 80% or more of its tangible assets.
- Illinois: a real estate entity exists or acts substantially to hold real property; it is presumed when real property is more than 75% of the fair market value of assets.
- Maryland: real property must be at least 80% of asset value and worth at least $1,000,000.
- Michigan: real property must be 90% or more of the fair market value of the entity's assets.
- New Hampshire: the entity must be engaged principally in owning, holding, selling or leasing real estate.
- Pennsylvania and Rhode Island: a real estate company derives 60% or more of receipts from real estate or holds real estate worth 90% or more of tangible assets, among other conditions.
- Delaware: regulations weigh the business purpose of the entity, so the operating-company result is coded uncertain.
Connecticut, Maine, New York, Vermont and Washington have no entity test at all: any entity that owns in-state real property is covered once the trigger share changes hands. New Jersey has no entity test either, but its tax applies only to Class 4A commercial property above $1,000,000. Sellers who also face sales tax on equipment in an asset deal can compare sales tax on the sale of business assets by state.
Most rules start at half the company, but Pennsylvania waits for 90% and New Hampshire for none
The share of the company that must change hands, and the window over which separate sales are added together, decide whether a staged sale or a partial buyout triggers the tax.
Trigger share in the 14 jurisdictions with a general rule
Source: state statutes read 2026-11-02; SMBB coding.
| Jurisdiction | Trigger share | Aggregation or lookback | Entity or property test | Citation |
|---|---|---|---|---|
| Connecticut | More than 50% | Series of transactions; transfers within 6 months presumed a series | None (any entity possessing in-state real property worth $2,000 or more) | Conn. Gen. Stat. 12-638a, 12-638b |
| Delaware | Taxable unless prior owners keep 80% or more; below 80% taxable only if regulations treat it as a sale | Conveyance or series of conveyances | Characterization factors incl. business purpose (Secretary of Finance regulations) | 30 Del. C. 5401(8), 5402(a) |
| District of Columbia | More than 50% | Any 12-month period | Entity derives more than 50% of gross receipts from DC real property, or DC real property is 80% or more of tangible assets | D.C. Code 42-1101(11), 42-1102.02, 42-1103(a)(2); 47-903 |
| Illinois | More than 50% | One or more related transactions | Real estate entity: exists substantially to hold real property; presumed if real property is more than 75% of asset value | 35 ILCS 200/31-5, 31-10 |
| Maine | More than 50% | Any 12-month period; acquisitions of persons acting in concert aggregated | None (any entity with a fee interest in Maine real property) | 36 M.R.S. 4641(1-A), 4641-A(2) |
| Maryland | More than 80% | Within 12 months under a plan of transfer | Real property entity: Maryland real property is 80% or more of asset value and worth $1,000,000 or more | Md. Code, Tax-Prop. 12-117, 13-103, 13-203 |
| Michigan | More than 80% | Not stated in the sections read | Real property is 90% or more of the fair market value of the entity's assets | MCL 207.522(a), 207.523(1)(c), 207.525(1) |
| New Hampshire | Any interest (no threshold) | Not stated | Real estate holding company: engaged principally in owning, holding, selling or leasing real estate | RSA 78-B:1, 78-B:1-a(V), (VI), 78-B:4(III) |
| New Jersey | More than 50% | Transactions within 6 months presumed a series | Class 4A commercial property worth more than $1,000,000 | N.J.S.A. 54:15C-1; P.L. 2025, c. 69; Form CITT-1 (9-26) |
| New York | 50% or more | Not stated in the statute text read | None (any entity with an interest in New York real property) | N.Y. Tax Law 1401(b), (e); 1402(a) |
| Pennsylvania | 90% or more | Within 3 years | Real estate company: primarily holds, sells or leases real estate, 90% held by 35 or fewer persons, and 60% of receipts from real estate or real estate 90% of tangible assets | 72 P.S. 8101-C, 8102-C.5; 61 Pa. Code 91.113, 91.201, 91.202 |
| Rhode Island | 50% or more | Within 3 years | Real estate company: same receipts (60%) or assets (90%) test as Pennsylvania | R.I. Gen. Laws 44-25-1(a), (e), (f) |
| Vermont | 50% or more | Acquisitions of persons acting in concert aggregated; no fixed period in statute | None (any person with title to Vermont property) | 32 V.S.A. 9601(5), (6)(A)(iii), (12); 9602; 9602a |
| Washington | 50% or more | Any 36-month period; persons acting in concert aggregated | None (any entity with an interest in Washington real property) | RCW 82.45.010(2), 82.45.033, 82.45.060 |
Coded from the statute or rule text named in each row, read 2026-11-02.
Source: [1][2][3][5][6][7][8][9][10][11][12][13][14][16][17] Connecticut General Assembly; Delaware General Assembly, Delaware Code Online; Council of the District of Columbia, D.C. Law Library; Illinois General Assembly; Maine Legislature, Office of the Revisor of Statutes; Maryland General Assembly; Michigan Legislature; New Hampshire General Court; New Jersey Division of Taxation; New York State Senate, Open Legislation; Pennsylvania General Assembly; Pennsylvania Code and Bulletin; Rhode Island General Assembly; Vermont General Assembly; Washington State Legislature
Lookback periods split into five groups: 12 months (D.C., Maine and Maryland), 3 years or 36 months (Pennsylvania, Rhode Island and Washington), a 6-month series presumption (Connecticut and New Jersey), aggregation of related or concerted transactions with no fixed period (Illinois and Vermont), and no period stated in the text read (Delaware, Michigan, New Hampshire and New York). New York's statute text read for this registry does not state a period; its regulations were not opened.
New Jersey, Rhode Island and Maine raised the cost of entity sales in 2025
Three of the 14 general rules changed rates in 2025, all upward for larger transactions, and Washington's graduated thresholds reset on January 1, 2027.
| Jurisdiction | Date | Change | Source ids |
|---|---|---|---|
| New Jersey | 2025-07-10 | P.L. 2025, c. 69: flat 1% controlling interest tax on Class 4A commercial property over $1,000,000 replaced by 1% to 3.5% tiers; tax moved from buyer to seller | s10 |
| Rhode Island | 2025-10-01 | Rate on deeds and acquired real estate companies read $2.30 per $500 in an April 2025 copy and $3.75 per $500 in the October 2026 copy; history cites P.L. 2025, ch. 278 | s14; s15 |
| Maine | 2025 | PL 2025, c. 388, Pt. V added $3.80 per $500 on value over $1,000,000, for deeds and for controlling interest transfers | s6 |
| Illinois | 2024-08-09 | 35 ILCS 200/31-5 definitions amended by P.A. 103-963 | s5 |
| Washington | 2023-01-01 | Graduated REET thresholds set at $525,000 / $1,525,000 / $3,025,000 | s18 |
| Washington | 2027-01-01 | Thresholds scheduled to rise to $551,000 / $1,551,000 / $3,051,000 | s18 |
Dates are the effective dates printed in the official text or agency notice.
Source: [5][6][10][14][15][18] Illinois General Assembly; Maine Legislature, Office of the Revisor of Statutes; New Jersey Division of Taxation; Rhode Island General Assembly; Rhode Island General Assembly; Washington Department of Revenue
New Jersey's change is the largest: the controlling interest transfer tax was a flat 1% on consideration over $1,000,000 and is now graduated up to 3.5% of total consideration, applied to the whole amount once a tier is crossed. The Division of Taxation's own example is a $2,750,000 transfer taxed at 2.5%, or $68,750, paid by the seller.
City taxes can cost more than the state: New York City, Philadelphia and Chicago
Several large cities run their own entity-transfer rules on top of the state tax. On the scenario A sale, Philadelphia's city bill alone is larger than any state bill in the registry, and New York City's is larger than every state bill except the District of Columbia's.
| City | Tax | Entity transfers covered | Rate | A: property LLC, $1,000,000 (city tax only) | B: operating company, $1,000,000 | Confidence |
|---|---|---|---|---|---|---|
| New York City | Real property transfer tax | 50% or more of an entity that owns or leases property | 2.625% of value over $500,000 (non-residential) | $26,250 | $26,250 | clear text |
| Philadelphia | Realty transfer tax (city share) | Interest in a real estate company, 75% or more | 3.578% city (4.578% with the 1% state tax) | $35,780 | $0 or not covered | interpretation needed |
| Chicago | Real property transfer tax (city plus CTA portion) | Title or beneficial interest in real property | $5.25 per $500 (1.05%) | $10,500 | $0 or not covered | interpretation needed |
Coded from each city's official tax page, not from the municipal code. Chicago's page taxes transfers of a beneficial interest; whether that reaches a controlling interest sale relies on the Illinois definition and is marked interpretation needed. District of Columbia is coded as a state.
Source: [48][49][50][5] NYC Department of Finance; City of Philadelphia, Department of Revenue; City of Chicago, Department of Finance; Illinois General Assembly
New York City taxes the sale or transfer of at least 50% of an entity that owns or leases property, at 2.625% of value over $500,000 for non-residential property, or $26,250 on a $1,000,000 building. Philadelphia adds 3.578% to the 1% state rate (4.578% in total) on transfers of 75% or more of a real estate company, or $35,780 in city tax on the scenario A sale. Chicago charges $5.25 per $500 on transfers of title or a beneficial interest; whether that reaches a controlling interest sale depends on the Illinois definition of beneficial interest, so the $10,500 figure is marked interpretation needed. San Francisco and Los Angeles were not coded.

Where only a recorded deed is taxed: 18 states, plus Florida and Minnesota anti-avoidance rules
In 18 states the transfer tax attaches to deeds, instruments or the privilege of recording them, and no text read for this registry extends it to the sale of shares or LLC interests.
The 18 deed-only states are Alabama, Arkansas, Colorado, Georgia, Hawaii, Iowa, Kentucky, Massachusetts, Nebraska, Nevada, North Carolina, Oklahoma, South Carolina, South Dakota, Tennessee, Virginia, West Virginia and Wisconsin. Ten of them are coded from agency pages or archived statutes because the live statute was blocked, out of date or not opened, and those rows are marked interpretation needed.
Florida's documentary stamp tax of 70 cents per $100 reaches an entity sale only when the property was first conveyed to a conduit entity without full consideration and the interest is sold within 3 years. Minnesota's deed tax of .0033 of net consideration reaches a later ownership change only within 6 months of a designated transfer. Neither rule applies to the worked example, which assumes an arm's-length purchase more than 3 years ago.
Transfer tax is only one of the successor and closing taxes in a sale. Buyers of assets also inherit sales tax exposure in many states, covered in bulk sales and successor liability by state, and the six stages of a broker-led sale are summarized at how a sale works.
How each registry row was coded and checked
Every row cites the statute, rule or agency text it was coded from, the date checked and a confidence value. 27 rows are coded from clear text and 24 are marked interpretation needed.
Clear text means the official text states the rule directly. Interpretation needed means the row relies on an agency summary, an archived copy, an absence finding or a provision that leaves the outcome to regulation. 13 of the 14 general-rule rows are clear text; Delaware is the exception. Questions worth raising with an adviser before choosing between a stock, LLC-interest or asset sale are listed under questions to ask a broker.
Counts and distributions
Jurisdictions with a general controlling interest transfer tax (signature figure)
Formulacount(registry rows with entity-transfer rule = yes)
Inputs: fact sheet rows 1 to 51 (fact sheet rows)
Result: 14 of 51 jurisdictions; 41.2% of the 34 with a statewide tax
Fewer than half of the jurisdictions that tax real estate transfers at the state level also tax the sale of an entity that owns real estate.
Limitations: Delaware is counted although its scope depends on regulations; California's county tax and the Florida and Minnesota anti-avoidance rules are not counted.
Property LLC versus operating company
Formulacount(tax_A_1m > 0) and count(tax_B_1m > 0) across the 14 general rules
Inputs: fact sheet rows 52 to 93 (fact sheet rows)
Result: 13 jurisdictions tax scenario A; 5 tax scenario B; 8 drop out
The structure of the seller's company matters as much as the state: real-estate-company and asset tests exempt an operating business in 7 jurisdictions, and Delaware is uncertain.
Limitations: Scenario B assumes the building is about half of tangible assets and receipts come from operations; a company closer to the 75% to 90% asset thresholds needs its own analysis.
Median and spread of the scenario A bill
Formulamedian, mean, max / min of tax_A_1m over the 13 taxing jurisdictions
Inputs: fact sheet rows 52 to 93 (fact sheet rows)
Result: median $10,000; mean $11,235; highest $29,000 (D.C.) is 29 times the lowest $1,000 (Illinois)
Where an entity sale is taxed, the state bill on a $1,000,000 building typically falls near 1% of value, but the range is wide.
Limitations: State-level tax only. Local taxes (Philadelphia, New York City, Maryland counties, Delaware localities, Washington local REET) can exceed the state amount.
Scenario A at $3,000,000
Formulastate tax at $3,000,000 under each rule; Washington = 525,000 x 1.1% + 1,000,000 x 1.28% + 1,475,000 x 2.75%
Inputs: fact sheet rows 52 to 93, 99, 100, 101 (fact sheet rows)
Result: 14 jurisdictions tax it; median $31,650; highest $87,000 (D.C.); Washington $59,137.50 (1.97% effective)
Graduated and tiered rates in Washington, New Jersey and Maine push the effective rate up as value rises, so a single flat-rate estimate understates larger deals.
Limitations: New Jersey figure assumes the building is Class 4A commercial property and consideration equals value.
Jurisdictions with no statewide real estate transfer tax
Formulacount(state tax = no)
Inputs: fact sheet rows 1 to 51, 97 (fact sheet rows)
Result: 15 jurisdictions
For 15 jurisdictions the question of an entity rule does not arise at the state level, though local taxes can exist.
Limitations: 10 of the 15 rows rest on an absence finding plus Census T51 data and are marked interpretation needed; Census shows small T51 amounts for Missouri and Oregon that could not be tied to a deed tax.
Key findings
- 14 of 51 jurisdictions tax the transfer of a controlling interest in an entity that owns in-state real estate under a general rule, as read on 2026-11-02.[1][2][3][5][6][7][8][9][10][11][12][14][16][17]
- 15 of 51 jurisdictions have no statewide real estate transfer tax; the U.S. Census Bureau reports X for item T51 in 13 of them in FY2025.[23][24]
- The District of Columbia charges the highest state-level rate on entity transfers in the registry: a 2.9% recordation tax on the consideration allocable to real property, or $29,000 on a $1,000,000 building.[3]
- Illinois charges the lowest state rate among general rules: $0.50 per $500 (0.1%), or $1,000 on a $1,000,000 building; the D.C. bill on the same sale is 29 times larger.[5]
- Delaware applies 2.5% state tax (3% where no full local tax exists) to beneficial ownership changes unless prior owners keep 80% or more, but leaves the test for smaller retained stakes to Secretary of Finance regulations.[2]
- New Hampshire taxes any transfer of an interest in a real estate holding company, with no ownership threshold, at $0.75 per $100 from the buyer and again from the seller (1.5% total).[9]
- Pennsylvania taxes a real estate company only when 90% or more of its ownership changes within 3 years, at 1% state rate; Philadelphia's city tax uses a 75% threshold.[12][13][49]
- Washington aggregates transfers over any 36-month period and applies its graduated REET, so a $1,000,000 example owes $11,855, an effective 1.1855%.[17][18]
- Maryland and Michigan both require more than 80% to change hands, and both apply only to entities whose real property is at least 80% (Maryland) or 90% (Michigan) of asset value.[7][8]
- New Jersey's tax covers only Class 4A commercial property worth more than $1,000,000; since 2025-07-10 the rate is 1% to 3.5% of total consideration, and a $3,000,000 example owes $75,000.[10]
- Florida and Minnesota reach entity sales only through anti-avoidance rules: Florida's conduit-entity rule runs 3 years after property is contributed without full consideration, Minnesota's 6 months after a designated transfer.[19][20]
- Seven of the 14 general rules (D.C., Illinois, Maryland, Michigan, New Hampshire, Pennsylvania and Rhode Island) apply only to entities that mainly hold real estate, which is why an operating company that owns its building escapes them.[3][5][7][8][9][12][14]
- At a $3,000,000 building value, 14 jurisdictions tax the property LLC sale and the median state bill is $31,650; D.C. is highest at $87,000.[3][10][17]
Executive summary
- 14 of 51 jurisdictions (41.2% of the 34 with a statewide transfer tax) apply a general controlling interest rule: Connecticut, Delaware, District of Columbia, Illinois, Maine, Maryland, Michigan, New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island, Vermont, Washington.
- 15 jurisdictions have no statewide real estate transfer tax; Arizona, Missouri, Montana and Texas write a ban on new transfer taxes into their constitutions.
- 18 states tax only recorded deeds or instruments, so an LLC-interest or stock sale with no deed falls outside their tax as written.
- In the worked example, selling 100% of a one-owner LLC whose only asset is a $1,000,000 building triggers state tax in 13 jurisdictions; the median bill is $10,000.
- When the same building sits inside an operating company, only 5 jurisdictions still tax the sale: Connecticut, Maine, New York, Vermont and Washington.
- Trigger shares run from any interest (New Hampshire) through more than 50% (5 jurisdictions) to 90% or more (Pennsylvania).
- New Jersey, Rhode Island and Maine all changed their rates in 2025; New Jersey now charges up to 3.5% on Class 4A commercial entities.
- City taxes can exceed the state bill: Philadelphia's city share alone is 3.578% on real estate company transfers of 75% or more.
Questions people ask
Do you pay transfer tax when you sell an LLC that owns property?
In 14 of 51 jurisdictions you can, with no deed recorded, once the share sold reaches the state's trigger (usually more than 50% or 50% or more). In the worked example, selling 100% of a one-owner LLC holding a $1,000,000 building is taxed in 13 jurisdictions, from $1,000 in Illinois to $29,000 in D.C. The other 37 jurisdictions tax deeds only, use county taxes only or have no statewide transfer tax.
Is a stock sale subject to real estate transfer tax?
It depends on the state. Connecticut, Maine, New York, Vermont and Washington tax a controlling stock or membership sale of any company that owns in-state real property. Seven more (D.C., Illinois, Maryland, Michigan, New Hampshire, Pennsylvania and Rhode Island) tax it only when the company mainly holds real estate. In 18 deed-only states, the texts read reach only recorded instruments.
What is a controlling interest transfer tax?
A controlling interest transfer tax applies a state's real estate transfer tax to the sale of an ownership stake in an entity that owns real estate, as if the property had been deeded. The stake that counts is set by statute: more than 50% in Connecticut, 50% or more in New York, more than 80% in Maryland and Michigan, 90% or more in Pennsylvania.
Which states have no real estate transfer tax?
15 jurisdictions have no statewide real estate transfer tax: Alaska, Arizona, Idaho, Indiana, Kansas, Louisiana, Mississippi, Missouri, Montana, New Mexico, North Dakota, Oregon, Texas, Utah and Wyoming. California and Ohio have county-level taxes only. Local charges in some of these states were not coded.
Frequently asked questions
Which state charges the most on an entity transfer?
Among state-level taxes coded on 2026-11-02, the District of Columbia charges the most on the worked example: a 2.9% recordation tax, or $29,000 on a $1,000,000 building held by a property LLC. Delaware follows at 2.5% ($25,000) where the locality levies its full 1.5%.
What counts as a controlling interest?
Usually more than 50% of voting power or of capital and profits, as in Connecticut, Illinois, Maine, New Jersey and D.C. New York, Rhode Island, Vermont and Washington use 50% or more. Maryland and Michigan use more than 80%, Pennsylvania 90% or more, and New Hampshire taxes any interest in a real estate holding company.
Can I avoid the tax by selling the company in pieces?
Most rules add sales together. Washington counts any 36-month period; Pennsylvania and Rhode Island count 3 years; D.C., Maine and Maryland count 12 months; Connecticut and New Jersey presume transactions within 6 months are a series. Planning around these windows is a question for a tax adviser.
Does an operating business that owns its building pay the tax when sold?
In the worked example, an operating company whose $1,000,000 building is about half of its tangible assets pays state tax in 5 jurisdictions: Connecticut ($11,100), Vermont ($14,700), Washington ($11,855), Maine ($4,400) and New York ($4,000). Seven jurisdictions with real-estate-company tests do not tax it; Delaware is uncertain.
Who pays the controlling interest transfer tax?
It varies. Connecticut and Michigan place the tax on the seller. New Jersey moved it to the seller for contracts from 2025-07-10. Maine splits it half to each party, Delaware apportions it equally, and New Hampshire charges $0.75 per $100 to both buyer and seller.
Did any state change its rules recently?
Yes. New Jersey replaced its flat 1% with tiers from 1% to 3.5% effective 2025-07-10. Rhode Island's rate reads $3.75 per $500, up from $2.30 per $500 in an April 2025 copy. Maine added $3.80 per $500 on value over $1,000,000 under PL 2025, c. 388. Washington's thresholds rise on 2027-01-01.
Is New York City's tax separate from New York State's?
Yes. New York State charges $2 per $500 (0.4%) on conveyances including controlling interest transfers of 50% or more. New York City's real property transfer tax adds 2.625% on non-residential value over $500,000, or $26,250 on a $1,000,000 building.
Does Florida tax the sale of an LLC that owns Florida property?
Only in a narrow case. Florida's documentary stamp tax (70 cents per $100) applies to an interest sale when the property was conveyed to a conduit entity without full consideration and the interest is sold within 3 years. An LLC that bought its building at arm's length is outside that rule.
How reliable is each state's coding?
27 of 51 rows are coded from clear official text and 24 are marked interpretation needed, usually because the row relies on an agency summary, an archived copy or an absence finding. 13 of the 14 general-rule rows are clear text.
Does this registry cover county and city transfer taxes?
Only three cities are coded (New York City, Philadelphia and Chicago) plus California's county tax and Ohio's county tax. Maryland county recordation taxes, Delaware local taxes, Washington local REET and Pennsylvania local taxes are excluded and can add materially to the bill.
Download the data
Every table in this report is available as a CSV under CC BY 4.0. The fact sheet lists each value with its source URL and access date.
- derived_metrics.csv (CSV)
- fact_sheet.csv (CSV)
- Controlling interest transfer tax registry, 50 states and the District of Columbia (CSV)
- Worked example: state tax on selling 100% of an LLC that owns a building, 14 jurisdictions with a general rule (CSV)
- How the 14 general rules are built: trigger share, aggregation period and entity test (CSV)
- Coding results across 51 jurisdictions (CSV)
- Dated changes found in the texts, 2023 to 2027 (CSV)
- City entity-transfer taxes that sit on top of the state tax (CSV)
For journalists and researchers
If you cite only a few, cite these
- 14 of 51 jurisdictions have a general controlling interest transfer tax (13 states plus D.C.), as coded from official texts on 2026-11-02.[1][3][11]
- 13 jurisdictions tax the sale of a property LLC with a $1,000,000 building; 5 tax the sale of an operating company that owns the same building.[7][12][17]
- State tax on that $1,000,000 property LLC sale ranges from $1,000 (Illinois) to $29,000 (D.C.).[3][5]
Most quotable statistics
- 14 of 51 U.S. jurisdictions tax the sale of a controlling interest in a company that owns real estate, even when no deed is recorded (SMBB registry, read 2026-11-02).[1][11][17]
- Selling a one-owner LLC whose only asset is a $1,000,000 building triggers state transfer tax in 13 jurisdictions, with a median bill of $10,000.[3][12]
- If the same $1,000,000 building sits inside an operating company, only 5 jurisdictions still tax the sale.[7][8][14]
- The District of Columbia's 2.9% recordation tax on economic-interest transfers is the highest state-level rate in the registry, $29,000 on a $1,000,000 building.[3]
- New Jersey's controlling interest transfer tax rose from a flat 1% to tiers of up to 3.5% for contracts signed from July 10, 2025.[10]
- 15 jurisdictions have no statewide real estate transfer tax, and four of them (Arizona, Missouri, Montana, Texas) ban new transfer taxes in their constitutions.[25][26][27][28]
Press summary
Owners who sell the shares or LLC interests of a company that owns its building often expect to avoid real estate transfer tax because no deed is recorded. A new registry from Sell My Business Broker, coded from the official statutes and agency texts of all 50 states and the District of Columbia on November 2, 2026, finds that 14 jurisdictions apply a controlling interest transfer tax to such sales. In a worked example, selling 100% of a one-owner LLC whose only asset is a $1,000,000 building triggers state tax in 13 jurisdictions, from $1,000 in Illinois to $29,000 in the District of Columbia, with a median of $10,000. When the building sits inside an operating company instead, only 5 jurisdictions still tax the sale, because seven rules apply only to real estate companies. New Jersey, Rhode Island and Maine all raised rates in 2025. The data and citations are free to reuse under CC BY 4.0.
Suggested headlines
- 14 of 51 U.S. jurisdictions tax the sale of a company that owns real estate, even with no deed
- Selling an LLC that holds a $1,000,000 building: state transfer tax from $1,000 to $29,000
- Operating company or property LLC? The answer changes the transfer tax in 8 jurisdictions
- New Jersey's controlling interest transfer tax now reaches 3.5% after a 2025 overhaul
- 15 states and jurisdictions have no statewide real estate transfer tax at all
How to cite this report
Sell My Business Broker. (2026). Controlling Interest Transfer Tax by State: When Selling a Company That Owns Real Estate Triggers Transfer Tax (2026). Retrieved from https://sellmybusinessbroker.com/research/controlling-interest-transfer-tax-by-state/
Reuse license
Data and tables are licensed CC BY 4.0. Attribution: “Source: Sell My Business Broker, Controlling Interest Transfer Tax by State: When Selling a Company That Owns Real Estate Triggers Transfer Tax (2026)” with a link to this page.
Reproduce this analysis
Every figure comes from the files below. The scripts that pulled and computed them are kept with the report and can be re-run.
| Dataset | Publisher | Source | Query or filter | Rows used | Retrieved |
|---|---|---|---|---|---|
| State transfer tax statutes, rules and agency texts (51 jurisdictions) | State legislatures and revenue agencies (see sources s1 to s47) | File or endpoint | Read the imposing section, definitions and entity-transfer provisions of each state's transfer tax; coded by hand in scripts/coding.py | 51 registry rows | 2026-11-02 |
| Annual Survey of State Government Tax Collections, FY2025 flat file | U.S. Census Bureau | File or endpoint | Item T51 (documentary and stock transfer taxes), all 50 states and D.C. | 1 item row x 52 geography columns | 2026-11-02 |
| City transfer tax pages | NYC Department of Finance; City of Philadelphia; City of Chicago | File or endpoint | Rate and entity-transfer coverage | 3 cities | 2026-11-02 |
Data quality and exclusions
- 51 jurisdictions coded; 0 dropped. 27 rows are clear text and 24 are marked interpretation needed.
- Internet Archive copies of official pages were used for 14 jurisdictions whose live statute pages blocked automated access or timed out (for example Illinois, Michigan, New Hampshire, New York, Rhode Island, North Carolina); each copy's capture date is in raw/wayback_captures.log.
- Census T51 is broader than a deed tax (it also covers mortgage and securities transfer taxes) and is state government collections only, so it was used to support absence findings, not to measure entity-transfer revenue. Its X list (15 states) differs from the no-tax coding in 4 places: California and Colorado show X although they have county-collected taxes, and Missouri and Oregon show small T51 amounts although no state deed tax was found.
- 1 jurisdiction (Delaware) has an uncertain scenario B outcome and is excluded from the scenario B count rather than guessed.
- San Francisco, Los Angeles and other local entity-transfer taxes were not coded (1 city page could not be reached); see excluded.md.
Methodology
Scope: 50 states and the District of Columbia, coded for (1) whether a statewide real estate transfer, conveyance, documentary, excise or recordation tax exists, (2) whether it reaches the transfer of an ownership interest in an entity that owns in-state real property, (3) the trigger share, (4) the aggregation or lookback period, (5) any real-estate-company, asset or property test and (6) the state rate as applied to entity transfers. Mortgage and indebtedness taxes were excluded. Three cities (New York City, Philadelphia, Chicago) were coded from their official tax pages.
Sources: each row cites a state constitution, statute, regulation or agency text on an official government site, opened and saved on 2026-11-02. Where a live official page blocked automated access or timed out, an Internet Archive copy of the same official URL was used and labelled with its capture date. Law-firm and commentary pages were read only to compare against existing coverage and never used as evidence for a row.
No-tax rows: for states with no statewide tax, the row cites a constitutional or statutory ban where one exists (Arizona, Missouri, Montana, Texas, Oregon). Otherwise the coding is an absence finding: no statewide deed or entity transfer tax was found, and the U.S. Census Bureau's FY2025 Annual Survey of State Government Tax Collections (released 2026-04-15) reports X for item T51, documentary and stock transfer taxes. Those rows are marked interpretation needed.
Conflicts: where an archived copy and a later copy of the same statute differ (Rhode Island), the later text is coded and the change is reported with both copies cited. Where an agency page and the statute could both be read, the statute was coded.
Worked example: scenario A is a sale of 100% of the interests in a one-owner LLC whose only asset is a commercial building worth $1,000,000, bought at arm's length more than 3 years earlier and leased out. Scenario B is a sale of 100% of an operating company that owns the same building, with the building about half of tangible assets and receipts from operations. Tax = state rate as applied to entity transfers x value, using graduated tiers where the statute sets them (Washington, New Jersey, Maine). Derived figures are in derived_metrics.csv and the code is in scripts/.
Limitations: the registry does not cover exemptions, the treatment of entity debt in consideration, regulations not opened (Delaware, New York), county and most city taxes, or court decisions. It describes the law as read on 2026-11-02 and will be checked quarterly. Owners who want a broker who has handled stock or LLC-interest sales can use the broker match form.
This report presents published data with its limitations. It is not legal, financial or investment advice.
Sources, ranked by quality
Tier 1: primary and official sources (50)
- [1] Connecticut General Assembly. Conn. Gen. Stat. ch. 228b, Controlling Interest Transfer Tax (12-638a to 12-638p). Current text as read 2026-11-02. Accessed 2026-11-02.
- [2] Delaware General Assembly, Delaware Code Online. 30 Del. C. ch. 54, subch. I, Realty Transfer Tax (5401, 5402). Current text as read 2026-11-02. Accessed 2026-11-02.
- [3] Council of the District of Columbia, D.C. Law Library. D.C. Code 42-1101, 42-1102.02, 42-1103 (recordation tax; transfer of economic interest). Current text as read 2026-11-02. Accessed 2026-11-02.
- [4] Council of the District of Columbia, D.C. Law Library. D.C. Code 47-901, 47-903 (transfer tax on real property). Current text as read 2026-11-02. Accessed 2026-11-02.
- [5] Illinois General Assembly. 35 ILCS 200/31-5 and 31-10, Real Estate Transfer Tax (Internet Archive copies of the official pages). Current text as read 2026-11-02. Accessed 2026-11-02.
- [6] Maine Legislature, Office of the Revisor of Statutes. 36 M.R.S. 4641 and 4641-A, Real Estate Transfer Tax. Current text as read 2026-11-02. Accessed 2026-11-02.
- [7] Maryland General Assembly. Md. Code, Tax-Property 12-117, 13-103, 13-203. Current text as read 2026-11-02. Accessed 2026-11-02.
- [8] Michigan Legislature. MCL 207.522, 207.523, 207.525, State Real Estate Transfer Tax Act (Internet Archive copies). Current text as read 2026-11-02. Accessed 2026-11-02.
- [9] New Hampshire General Court. RSA 78-B:1, 78-B:1-a, 78-B:4, Tax on Transfer of Real Property (Internet Archive copies). Current text as read 2026-11-02. Accessed 2026-11-02.
- [10] New Jersey Division of Taxation. Change to Controlling Interest Transfer Tax (CITT); Form CITT-1 (9-26); CITT page. Page updated 2025-08-14; form 9-26. Accessed 2026-11-02.
- [11] New York State Senate, Open Legislation. N.Y. Tax Law 1401 and 1402, Real Estate Transfer Tax (Internet Archive copies). Current text as read 2026-11-02. Accessed 2026-11-02.
- [12] Pennsylvania General Assembly. Tax Reform Code of 1971, Article XI-C, Realty Transfer Tax (72 P.S. 8101-C et seq.). Current text as read 2026-11-02. Accessed 2026-11-02.
- [13] Pennsylvania Code and Bulletin. 61 Pa. Code ch. 91, Realty Transfer Tax (91.111, 91.113, 91.201, 91.202). Code current through 56 Pa.B. 5370 (August 8, 2026). Accessed 2026-11-02.
- [14] Rhode Island General Assembly. R.I. Gen. Laws 44-25-1, Real Estate Conveyance Tax (Internet Archive copy 2026-10-13). Current text as read 2026-11-02. Accessed 2026-11-02.
- [15] Rhode Island General Assembly. R.I. Gen. Laws 44-25-1 (Internet Archive copy 2025-04-03, earlier text). Text as of 2025-04-03. Accessed 2026-11-02.
- [16] Vermont General Assembly. 32 V.S.A. 9601, 9602, 9602a, Property Transfer Tax. Current text as read 2026-11-02. Accessed 2026-11-02.
- [17] Washington State Legislature. RCW 82.45.010, 82.45.033, 82.45.060, Real Estate Excise Tax. Current text as read 2026-11-02. Accessed 2026-11-02.
- [18] Washington Department of Revenue. Real estate excise tax (rates and graduated thresholds). Current text as read 2026-11-02. Accessed 2026-11-02.
- [19] Florida Legislature. Fla. Stat. 201.02, Tax on deeds and other instruments. Current text as read 2026-11-02. Accessed 2026-11-02.
- [20] Minnesota Office of the Revisor of Statutes. Minn. Stat. 287.21, Deed tax. Current text as read 2026-11-02. Accessed 2026-11-02.
- [21] California Legislative Information. Cal. Rev. & Tax. Code 11911 and 11925, Documentary Transfer Tax Act (Internet Archive copies). Current text as read 2026-11-02. Accessed 2026-11-02.
- [22] Ohio Legislative Service Commission. Ohio Rev. Code 322.02 and 319.54 (Internet Archive copies). Current text as read 2026-11-02. Accessed 2026-11-02.
- [23] U.S. Census Bureau. Annual Survey of State Government Tax Collections, FY2025 flat file. FY2025, released 2026-04-15. Accessed 2026-11-02.
- [24] U.S. Census Bureau. Government Finance and Employment Classification Manual, ch. 7 (item T51). Manual chapter dated 2000. Accessed 2026-11-02.
- [25] Arizona State Legislature. Ariz. Const. art. IX, sec. 24; A.R.S. 11-1133. Current text as read 2026-11-02. Accessed 2026-11-02.
- [26] Missouri Revisor of Statutes. Mo. Const. art. X, sec. 25. Current text as read 2026-11-02. Accessed 2026-11-02.
- [27] Montana Legislature. Mont. Const. art. VIII, sec. 17. Current text as read 2026-11-02. Accessed 2026-11-02.
- [28] Texas Legislature. Tex. Const. art. VIII, sec. 29 (Internet Archive copy 2023-12-27). Current text as read 2026-11-02. Accessed 2026-11-02.
- [29] Oregon State Legislature. ORS 306.815 (Internet Archive copy 2025-09-07). Current text as read 2026-11-02. Accessed 2026-11-02.
- [30] Alabama Department of Revenue. Recordation Tax. Current text as read 2026-11-02. Accessed 2026-11-02.
- [31] Arkansas Department of Finance and Administration. Real Property Transfer Tax. Current text as read 2026-11-02. Accessed 2026-11-02.
- [32] Weld County Clerk and Recorder, Colorado. Recording a Document (state documentary fee, C.R.S. 39-13-102). Current text as read 2026-11-02. Accessed 2026-11-02.
- [33] Georgia Department of Revenue. Real Estate Transfer Tax. Current text as read 2026-11-02. Accessed 2026-11-02.
- [34] Hawaii Department of Taxation. Instructions for Form P-64A (Rev. 2025); HAR ch. 18-247. Rev. 2025. Accessed 2026-11-02.
- [35] Iowa Legislature. Iowa Code ch. 428A, Real Estate Transfer Tax. Current text as read 2026-11-02. Accessed 2026-11-02.
- [36] Kentucky General Assembly. 2012 Ky. Acts ch. 44 (HB 62), amending KRS 142.050. 2012 session law. Accessed 2026-11-02.
- [37] Massachusetts General Court. M.G.L. c. 64D, sec. 1 (Internet Archive copy 2026-05-18). Current text as read 2026-11-02. Accessed 2026-11-02.
- [38] Nebraska Legislature. Neb. Rev. Stat. 76-901 (Internet Archive copy 2026-05-20). Current text as read 2026-11-02. Accessed 2026-11-02.
- [39] Nevada Department of Taxation. Real Property Transfer Tax Quarterly Report, Q1 FY2025-2026. Q1 FY2025-2026. Accessed 2026-11-02.
- [40] North Carolina General Assembly. N.C. Gen. Stat. ch. 105, art. 8E (Internet Archive copy 2026-02-05). Current text as read 2026-11-02. Accessed 2026-11-02.
- [41] Oklahoma Tax Commission (via Payne County Clerk). Notice: Change in Documentary Stamp Tax Statutes, 68 O.S. 3201 to 3202 (county clerk copy). Notice effective 1999-07-01. Accessed 2026-11-02.
- [42] South Carolina Legislature. S.C. Code tit. 12, ch. 24, Deed Recording Fee. Current text as read 2026-11-02. Accessed 2026-11-02.
- [43] South Dakota Legislature. SDCL 43-4-20 and 43-4-21. Current text as read 2026-11-02. Accessed 2026-11-02.
- [44] Tennessee Department of Revenue. Realty Transfer Tax Manual (June 2023). June 2023. Accessed 2026-11-02.
- [45] Virginia General Assembly, Legislative Information System. Va. Code 58.1-801 and 58.1-802. Current text as read 2026-11-02. Accessed 2026-11-02.
- [46] West Virginia Legislature. W. Va. Code 11-22-2 (Internet Archive copy 2025-10-10). Current text as read 2026-11-02. Accessed 2026-11-02.
- [47] Wisconsin State Legislature. Wis. Stat. 77.21 and 77.22 (Internet Archive copies). Current text as read 2026-11-02. Accessed 2026-11-02.
- [48] NYC Department of Finance. Real Property Transfer Tax (RPTT). Current text as read 2026-11-02. Accessed 2026-11-02.
- [49] City of Philadelphia, Department of Revenue. Realty Transfer Tax. Current text as read 2026-11-02. Accessed 2026-11-02.
- [50] City of Chicago, Department of Finance. Real Property Transfer Tax (7551) (Internet Archive copy 2026-10-09). Current text as read 2026-11-02. Accessed 2026-11-02.
Tier 3: journalism and expert commentary (3)
- [51] Alston & Bird LLP. Controlling Interest Transfer Taxes: A (Mostly Critical) Review (Journal of Multistate Taxation and Incentives). January 2017. Accessed 2026-11-02.
- [52] Acquisition Stars. Transfer taxes on real property in M&A. Updated 2026-04-17. Accessed 2026-11-02.
- [53] Citrin Cooperman. Transfer Tax Liabilities Can Creep Up on You. Undated. Accessed 2026-11-02.