
Frequently Asked Questions
Straight answers on A/E firm sales and buyouts
Most A/E and surveying firm owners can sell to their key employees through an SBA bank-financed buyout and receive 95 to 100 percent of proceeds in cash at closing. Buyers come in with as little as 5 percent down, and the bank funds the rest.
Every question below comes from real owners and buyers. Answers are grouped by topic, with links to the full guide on each.
Sell to your employees. SBA Bank financing is arranged with a 5% down payment. Get paid at closing. (Not an ESOP)
Step-Up Legacy Plan
Selling your firm to key employees
The Step-Up Legacy Plan is a bank-financed employee buyout for A/E and surveying firms. You receive 95 to 100 percent of proceeds in cash at closing, and your employees step into ownership.
- How much money do I actually receive at closing?
The substantial majority of your proceeds are paid at closing.
With 10 percent employee equity, owners typically receive all proceeds at closing. With 5 percent employee equity, owners typically receive approximately 95 percent at closing, with the balance structured through a seller note or negotiated consideration. The exact structure depends on cash flow, deal size, and lender underwriting.
- How is this different from an ESOP?
It is simpler, faster, and less expensive.
ESOPs are a specialized retirement plan that costs hundreds of thousands to set up and maintain, making them primarily viable for large firms. The Step-Up Legacy Plan enables employees to purchase using SBA financing, eliminating that complexity and ongoing cost. You still achieve continuity, culture preservation, and liquidity, without the headaches.
- Do my employees really have the money to buy me out?
Most of the time, yes. Buyers typically access the down payment through a home equity loan, and there can be multiple buyers, which reduces the amount each one contributes.
We also have other solutions to help the buyers with the down payment. Remember, we are arranging SBA financing with 5 to 10 percent down. Our banking partners specialize in these transactions, so you get your money up front while your employees step into ownership.
- Can multiple employees buy the business together?
Yes. In most cases there is more than one buyer. That is common when additional people are needed for the down payment, and because a single new owner cannot match the seller's efficiency on day one.
- Does the seller have to hold a note?
It depends. If the buyers put 10 percent down, the seller usually does not provide financing. If they only have 5 percent to invest, the seller typically lends the other 5 percent. Unusual risk, such as high customer concentration, may call for a seller note.
- Will I still need to stay involved after the sale?
Yes. The employees know their jobs, but they need someone to teach them your responsibilities in insurance, budgeting, and administration. We recommend planning to stay for a year after the sale, with your hours decreasing over time until you are only on call.
- What if my firm is too small for this to work?
You may be surprised. It often works better than you think.
The Step-Up Legacy Plan works best for firms with $1M to $8M in revenue and 10 to 50 employees. If you are smaller, it may still be possible depending on your profitability, client base, and staff experience.
- When is the right time to start planning a sale to employees?
Ideally two to three years before retirement, which gives you time to prepare financials and develop your employees' skills. If you are ready now, a sale can often be completed within six months.
- How long does it take to complete an employee buyout?
Typically 3 to 6 months from start to finish, depending on valuation, financing, and legal due diligence.
Timing depends on how quickly your financials are prepared, how ready your employees are to move forward, and lender processing. We manage the process to keep strong momentum.
SBA Financing
SBA 7(a) financing for firm buyouts
SBA 7(a) loans are the financial engine behind employee buyouts. The program calls for a 10 percent equity injection, often split 5 percent buyer and 5 percent seller, so buyers come in with as little as 5 percent down.
- What is SBA 7(a) financing?
SBA 7(a) financing is a loan guaranteed by the U.S. Small Business Administration that helps individuals purchase small businesses with flexible terms and low down payments.
- Can I really buy a business with just 5 percent down?
Yes. Your out-of-pocket share can be as little as 5 percent down. That is only $50,000 for every million dollars in value.
SBA loans call for a 10 percent equity injection. It is often split 5 percent from the buyer and 5 percent from the seller, which is how a buyer's own cash requirement comes down to 5 percent.
- How much can employees borrow through an SBA 7(a) loan?
When structured properly, SBA financing can provide up to $10,000,000 of the purchase price at closing. Any part of the transaction exceeding the SBA loan limit is usually handled through a seller note or other negotiated consideration.
- What size businesses qualify for an SBA-financed buyout?
Businesses with gross sales up to $10 million qualify without requiring an additional down payment or seller financing. Any value above $10 million must be covered by a down payment or seller financing.
- What kind of businesses qualify for SBA financing?
The business must be U.S.-based, for-profit, and generate enough cash flow to cover debt payments.
- What credit score do I need?
Lenders generally prefer a personal credit score of 680 or higher, with no recent bankruptcies or government loan defaults.
- Can I use home equity as my down payment?
Yes. A home equity loan or line of credit is a common way to fund the required down payment.
- Do I need to guarantee the loan personally?
Yes. Anyone who holds ownership in the business must personally guarantee the loan.
- What collateral is required?
The business itself is the collateral. SBA rules state that a collateral shortfall is not a reason to decline a loan.
- How long does the SBA loan process take?
The process can take 45 to 90 days, depending on how quickly you provide documentation and how experienced your advisor is.
Buying Out the Boss
Buying an A/E or surveying firm
Buying an established firm gives you immediate cash flow, trained staff, and a far easier path to bank financing than starting from scratch.
- Should I buy a business or start one?
Roughly half of all businesses fail within two years, usually from a lack of cash flow. Buying an established firm gives you immediate cash flow from existing customers, trained staff, and a far easier path to bank financing.
- How much money do I need to buy a business?
Generally a down payment of around 15 percent of the purchase is sufficient, and additional money for working capital helps. Every transaction is different, and the banks we work with frequently include working capital in the acquisition loan.
- Is bank financing available for purchasing a business?
Yes, in most cases. We work only with architecture, engineering, and land surveying businesses, and we have relationships with banks that want to finance our clients.
- Are there benefits to using bank financing?
Absolutely. The bank puts more money into the transaction than either the buyer or seller, and conducts extensive due diligence through specialists. The bank also requires an outside third-party valuation, which aligns the buyer's interest with the bank's and lets the seller get paid at closing.
- Why would an owner sell a successful business?
Most owners sell to retire. We work exclusively with architecture, engineering, and land surveying firms, and the typical seller is an owner who has spent decades building the practice and wants to exit with the firm in good hands.
- What is the process of buying a business?
It runs from a confidentiality agreement through closing in a defined sequence. You sign an NDA, review the offering summary, meet the seller, submit an offer, arrange bank financing, complete due diligence, and close.
With SBA financing, the stretch from accepted offer to closing typically takes 45 to 90 days, driven by how quickly documentation comes together.
- Can I speak with the owner?
Yes. The process starts with an initial video call with the seller. If that goes well, the prospective buyer and seller meet in person.
- What questions should I ask the seller?
Ask the questions the offering summary cannot fully answer. Common ones: Will you sign a one-year employment agreement? How many employees are likely to stay after the sale? Why are you selling? What would you do to grow the business? Will you provide seller financing? How many hours do you work per week? Who handles marketing besides you?
- How do I know the information provided is accurate?
Every figure we provide traces directly to a source document, most commonly CPA-prepared financial statements and federal tax returns. The bank also confirms that the tax return matches what was reported to the IRS before it funds the loan.
Valuation & Deals
Firm valuation and deal mechanics
Banks lend against historical cash flow, not projections. These answers cover what your firm is worth and how the numbers behave inside a deal.
- What is my business worth?
Value is based on the cash flow your business generates for the owner, the size of your firm, and the type of work you perform. A rule of thumb is 2 to 3 times Seller's Discretionary Earnings or 5 to 6 times EBITDA.
Banks will not accept the discounted cash flow method, because it relies on projections. They always look at historical cash flow. It is highly recommended that you have a professional value your business.
- How long does it take to sell an A/E firm?
Selling to key employees usually takes 3 to 6 months. Selling to an outside third party is normally 6 to 12 months from listing to closing, influenced by location, size, type of work, market conditions, and buyer financing.
- What is goodwill?
Goodwill is the value of the business beyond its physical assets. If a firm is worth $1,200,000 and its physical assets are valued at $500,000, the excess value of $700,000 is goodwill.
- What is the difference between net income and cash flow?
Net income is sales minus expenses. Cash flow tracks the actual movement of money in and out of the business.
A firm with $5,000,000 in sales and $4,000,000 in expenses shows $1,000,000 in net income. But if $800,000 of those sales sit uncollected in accounts receivable, only $200,000 in cash actually came through the door. Banks and buyers care about cash flow because cash is what services the debt.
- What is due diligence?
Due diligence is the stage where the buyer can request and verify sensitive information about the business. You can ask for supporting documentation to confirm that everything presented, from financials to client contracts, is accurate before you close.
M&A Services
Working with an M&A advisor
John R. Allen, III works exclusively with architecture, engineering, and land surveying firms on ownership transitions, from valuation through closing.
- As a buyer, why should I use an M&A advisor or business broker?
Because most people have never purchased a business, and the process demands significant money and time. An experienced M&A advisor guides you through valuation, financing, and closing, and answers the questions you did not know to ask.
Like real estate agents, M&A advisors are frequently paid by the seller, but a code of ethics requires them to deal honestly with both sides.
- Do I pay an M&A advisor or business broker fee?
If you buy a business we have listed for sale, you do not pay a fee. If we act as your buyer's broker to find and acquire a firm, there is a fee for that engagement.
- Can you help me buy a business?
Yes. If one of our listings fits, we walk you through the process, explain how the business is valued, and advise you on next steps.
We also act as a buyer's broker when we are not the listing advisor. That can include calculating a target's value, helping you find a firm, negotiating the acquisition, and arranging bank financing.
- Do I need an attorney?
We strongly recommend hiring an attorney experienced in business transitions rather than a generalist. We compare it to having a podiatrist work on your heart. Both are doctors, but their expertise is in entirely different areas.

Still Have Questions
Get answers specific to your firm
Every deal turns on the details: your cash flow, your people, your timeline. A confidential consultation will tell you exactly where you stand.
