Sticker Shock at Closing Tables for Dealership Sellers

Fox Rothschild LLP
Contact

Fox Rothschild LLP

New Jersey hiked its property transfer tax for transactions over $2 million and now mandates that the seller pays.

Selling an auto dealership in New Jersey just got more expensive — and more complicated.

As of July 10, 2025, changes to New Jersey’s so-called “Mansion Tax” have shifted the burden of this transfer tax onto the seller. A new tiered rate system also raises the stakes for high-value transactions. If you're planning to sell real estate, whether it’s a showroom, service facility or dealership lot, you’ll want to understand what these changes mean for your next closing.

Background: A Misnamed Tax

New Jersey adopted the Mansion Tax in 2004 as a way to tap revenue from real estate transactions valued over $1 million. Despite its nickname, the tax applies to more than luxury homes. Its reach extends to Class 4A commercial real estate, which includes auto dealerships, office buildings and retail centers, as well as certain Class 3A farm parcels with residential buildings.

Historically, the buyer paid a flat 1 percent fee at closing. The amendment to the law dramatically alters both who pays and how much.

What’s New?

Two major changes were signed into law on June 30:

1. The Seller Now Pays
Previously, buyers footed the bill for New Jersey’s Mansion Tax. No longer. Sellers are now on the hook for the entire amount.

2. Higher Tax Rates for Larger Transactions
Sales over $1 million now fall into a sliding scale of tax rates:

  • $1M–$2M: 1%
  • $2M–$2.5M: 2%
  • $2.5M–$3M: 2.5%
  • $3M–$3.5M: 3%
  • $3.5M+: 3.5%

A Narrow Window for Refunds

If you signed a purchase agreement before July 10 and the deed is recorded by November 15, you may qualify for a partial refund. Specifically, sellers in this situation can apply to recoup any amount paid above the original 1 percent rate. This applies only if the contract was fully executed before the new law took effect.

What It Means for Dealerships

Whether you're selling a single rooftop or a regional portfolio, the revised tax law raises your closing costs and may affect deal terms. The increased tax rate applies to the full sale price, not just the amount above $1 million, which means the added cost can be significant.

If you're exploring a sale or are already in the midst of a transaction, now is the time to run the numbers, review your timing and consider whether these changes impact your overall strategy.

With sellers now footing the bill, it’s wise to address the tax early in negotiations — particularly when high-value dealership properties are involved.

[View source.]

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations. Attorney Advertising.

© Fox Rothschild LLP

Written by:

Fox Rothschild LLP
Contact
more
less

PUBLISH YOUR CONTENT ON JD SUPRA NOW

  • Increased visibility
  • Actionable analytics
  • Ongoing guidance

Fox Rothschild LLP on:

Reporters on Deadline

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
Custom Email Digest
- hide
- hide