Buying Out the Boss

Why Most Buyouts Need Two Buyers, Not One

Most employee buyouts of architecture and engineering firms involve two or more buyers, because running one takes two different people. There is the deep technical problem-solver, and there is the outward-facing owner who wins work, makes presentations, and sits in front of clients. One person rarely holds both, and a buyout built on the assumption that they do is fragile from day one.

The two roles

Every firm that survives its founder has both covered. The technical side is the reason clients trust the work: the person others bring problems to, who has seen the unusual site condition before and knows what the reviewer will ask.

The outward side is the reason there is work to do at all. Someone has to make the presentation, keep the municipal relationships warm, and ask for the next project. Plenty of excellent engineers have no appetite for that, and there is nothing wrong with that. It only becomes a problem when the buyout plan quietly assumes they will develop one after closing.

Owners tend to know exactly who fills each role in their firm. Ask an owner who could run the technical side and who could win the work, and they usually name two different people without hesitating.

Two buyers also make the money easier

Splitting the purchase reduces what each person has to contribute. The transaction is structured so employees come in with as little as 5 percent down, and when two or three people buy together, each individual share of that drops accordingly. A number that looked impossible to one person becomes ordinary when it is divided.

That matters more than it sounds, because the amount is rarely the real obstacle. The obstacle is a single employee sitting alone with a figure they have never borrowed before, doing the math on their own savings. Our post on how much cash an employee needs to buy a business covers the actual numbers.

The line that resolves it

The firm's cash flow repays the SBA loan, not the buyers' personal savings.

That single sentence changes more buyout conversations than any other. Employees hear a purchase price and picture it coming out of their own pockets over the rest of their working lives. It does not. The business they already run generates the money that services the debt, and the bank underwrites the deal on exactly that basis, which is why the lender's approval is a meaningful second opinion rather than a formality. Our SBA financing page walks through how the structure works.

Groups tend to organize themselves

Once employees understand where the repayment actually comes from, buyout groups form on their own and sort out roles by what people already do. A licensed engineer or project manager takes the lead, someone takes the technical side, someone takes people and administration, and they fill the gaps between them.

They are not guessing at whether they can work together. They already have, for years, and they know each other's judgment under a deadline. An outside buyer cannot replicate that. It is continuity that shows up in retained clients and retained staff, and it is the strongest argument for selling to key employees rather than to the market.

For an owner, the practical step is naming the two or three people who together could run the firm. That list is usually shorter and more obvious than expected, and it is where the whole conversation starts.