Minnesota taxes capital gains as ordinary income at 5.35%–9.85%. A founder who started a company with minimal investment and sells for $8M recognizes nearly all proceeds as taxable gain. Installment sales allow Minnesota sellers to spread gain across multiple tax years, potentially keeping each year below a bracket threshold.
Qualified Opportunity Zone reinvestment defers federal gain but does not defer MN state tax unless the state has adopted a conforming QOZ provision. Consult a tax attorney before finalizing deal structure.