Buying Out the Boss

Younger Partners Can Buy Out the Senior Partner, and He Still Gets Paid at Closing

Younger partners in an architecture, engineering, or surveying firm can buy out the senior partner with SBA bank financing, and the senior partner is paid at closing instead of collecting monthly payments for years. Most partnership agreements describe an internal buyout funded out of the firm's future cash, which is why so many senior partners believe an inside sale means waiting. That is a funding choice the partners made years ago, not a law of nature, and it can be funded differently.

A real situation from this summer

An owner of a firm in Florida came to us this summer already in motion on a sale to an outside third party. He was not unhappy with his partners. He liked them, he had trained them, and he expected them to run the firm long after he left. He was selling to a stranger for one reason: he wanted his money at close.

His partnership agreement laid out the internal path plainly. If he sold his interest to his younger partners, they would pay him monthly over a period of years. He read that, priced the risk of waiting on payments from a firm he would no longer control, and started talking to outside buyers instead.

When we walked him through how his partners could finance the buyout through a bank, so that he would be paid at closing, his answer was the one we hear too often. He said he would have done that if he had known.

The question worth sitting with is how many other firms are in exactly that position right now. A senior partner heading for a third-party sale he does not really want, and younger partners who never learned there was a third option.

What bank financing actually changes

Be clear about what it does not change. An SBA loan does not override your partnership agreement. The document you signed still governs, and if the partners want a different structure than the one it describes, that is a conversation with your attorney, not something a lender does for you.

What financing changes is where the money comes from. In the traditional internal buyout, the departing partner is the lender. The firm's future cash flow repays him, month after month, which means his retirement depends on a business he no longer runs. In a bank-financed buyout, the bank writes the check at closing and takes on the repayment risk. The remaining partners take full control. The senior partner takes cash and goes.

That difference in who carries the note is the entire argument between a seller-financed and an SBA-financed buyout, and it is the reason so many owners quietly assume their only real payday is a stranger.

The buying partners are in a better position than they think

Partners buying out a senior partner start further along than an outside buyer or even a key employee. They already own part of the business, and existing equity can reduce the additional cash a lender requires. SBA acquisition loans call for a 10 percent equity injection overall, and deals are commonly structured so buyers come in with as little as 5 percent down. Partners with a stake already on the books often need less than that.

They also carry what a bank wants to see: licensure, client relationships, and a track record inside the firm. That is why SBA financing underwrites these transactions comfortably. The business repays the loan, not the buyers' personal savings.

If your partnership agreement says you get paid over the next several years, look at it as a starting point rather than a verdict. See how a partner buyout is actually financed before you go looking for an outside buyer.