2025 ESOP Alternatives: SBA-Friendly Employee Buyouts

2025 ESOP Alternatives: SBA-Friendly Employee Buyouts

December 25, 2024
8-10 min read

Practical ESOP Alternatives

Your key employees already know your firm's culture, clients, and projects intimately. Thanks to updated SBA 7(a) loan programs and streamlined succession strategies, they can become owners while you receive near 100% cash at closing, securing your retirement and protecting your legacy.

The Step-Up Legacy Plan™ offers a simpler, SBA-friendly alternative to costly ESOPs, designed specifically for A/E/LS firms with $1M to $8M revenue. It eliminates seller financing risks and reduces deal complexity, adapting well to current financing climates and rising interest rates.

This article provides an updated roadmap for 2025 that balances legacy protection, bankable employee buyouts, and secure seller payouts—empowering you to plan your exit with confidence.

Your employees can buy your firm with SBA financing while you walk away with 100% cash upfront and legacy intact.

Navigating ESOP Alternatives 2025

For A/E/LS firm owners contemplating succession in 2025, ESOPs have long been touted, but their high setup costs, regulatory complexity, and ongoing trustee expenses often make them impractical for firms under $8 million in revenue.

Fortunately, several SBA-friendly alternatives have emerged that simplify employee ownership while maximizing cash at closing and preserving firm culture.

Key alternatives include:

  • Step-Up Legacy Plan™: Designed for smaller A/E/LS firms, this plan leverages SBA 7(a) loans with as little as 10% down from employees to secure near 100% seller payout upfront. It eliminates the need for seller notes or personal guarantees and avoids ESOP administrative burdens.
  • Management Buyouts (MBOs): Existing management purchases the firm, often using SBA financing blended with private capital. While common, MBOs require strong leadership readiness and clean financials to attract bank approval.
  • Employee Ownership Trusts (EOTs): Growing in popularity, EOTs avoid many ESOP complexities and ongoing costs. They offer permanent employee ownership but vary by jurisdiction and can be less common in the U.S. A/E market.
  • Worker Cooperatives: Employee-owned and democratically managed, cooperatives offer full participation but need high employee engagement and face financing challenges.

Among these, the Step-Up Legacy Plan™ stands out for A/E firms seeking a practical, cost-effective, and SBA-compatible route that aligns perfectly with the sector’s project-driven revenue and cultural priorities.

While SBA interest rates for 7(a) loans have increased in 2025, ranging from roughly 10.25% to 13.75%, the availability of loans up to $5 million with low down payments and reduced guarantee fees keeps employee buyouts viable and attractive.

Advantages of SBA-backed buyouts:

  • Cash at Closing: Sellers receive 90-100% of the sale price upfront, reducing risk and speeding retirement.
  • Legacy Preservation: Employees intimately familiar with your culture and client base become owners, ensuring continuity and long-term success.
  • Cost Efficiency: Eliminates the $150,000+ setup fees, trustee expenses, and complex reporting associated with ESOPs.
  • Financial Certainty: SBA loan structures with long amortization schedules provide manageable payments for employee buyers, enhancing deal bankability.

Bank lenders show rising familiarity with A/E/LS buyouts and expect thorough financial transparency, documented project backlog and retainer agreements, and formalized client guarantees to reduce risk.

With disciplined planning, SBA loans unlock employee ownership and legacy protection while providing near full payment to sellers at closing.

Implementing the Step-Up Legacy Plan™ successfully requires a disciplined 5 to 7 year succession roadmap centered on leadership development, financial clarity, and early bank engagement.

Critical steps include:

  • Years 1–2: Leadership Grooming & Financial Transparency — Mentor senior employees with ownership potential and rigorously document financials, including project backlog, work-in-progress, client contracts, and retention guarantees. This transparency builds lender and buyer confidence.
  • Years 2–3: Formalize Client Contracts & Risk Mitigation — Secure enforceable client agreements and retention commitments that mitigate lender-perceived risk, enhancing valuation and SBA loan eligibility.
  • Years 4–6: Early Bank Engagement & Financing Design — Collaborate with SBA-approved lenders experienced in A/E firm buyouts. Structure deals leveraging SBA 7(a) loans with 10% down payments, ensuring sellers receive near 100% cash at closing and avoiding personal guarantees or seller notes.

Additionally, hybrid deal structures combining small seller earnouts or minority equity retention help smooth transitions without exposing sellers to extended credit risk.

Compared to traditional ESOPs, which have high legal, setup, and ongoing trustee fees averaging over $150,000 upfront and $20,000+ annually, these alternatives offer significant cost savings and faster execution.

In today’s market, with increased private equity interest and consolidation pressures in A/E/LS sectors, an internal employee buyout with SBA financing preserves your firm’s independence, culture, and client relationships.

Owners who start early with detailed leadership development, financial hygiene, and bank prequalification maximize their chances of a smooth, legacy-preserving exit with full or near full seller payout.

Secure Your Legacy

Your A/E/LS firm’s future and your retirement security deserve a well-designed, bankable succession plan. The 2025 Step-Up Legacy Plan™ provides a proven, SBA-friendly path to receive near 100% cash at closing while empowering employees to take ownership.

Starting your 5 to 7 year transition now through disciplined leadership grooming, financial clarity, and trusted lender partnerships positions your firm for a smooth, legacy-preserving sale.

Contact Allen Business Advisors to explore how this practical, cost-effective alternative to ESOPs can protect your legacy and secure your retirement on your terms.

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John R. Allen, III
President, Allen Business Advisors