Sell Your Business to Key Employees — and Get Paid at Closing

Reward your team, preserve your legacy, and receive full payment at closing using SBA-backed financing and the Step-Up Legacy Plan™.

Turning a Lifetime of Work into a Legacy That Lasts

Selling your business is one of the most significant decisions you’ll ever make — both financially and emotionally.

You’ve built a firm you’re proud of, and it’s natural to want your clients and team to thrive after you step away. Through the Step-Up Legacy Plan™ and SBA financing, your key employees can purchase the business with as little as 5% down, while you receive your funds at closing.

Selling to your team isn’t just about succession — it’s about securing your legacy.

Why Sell to Your Key Employees

Why Selling to Your Key Employees Makes Sense

Preserve Your Company Culture and Values

Your employees already embody your firm’s standards and client relationships. An outside buyer may not understand your culture or replicate your processes.

Maximize Your Payout and Get Paid at Closing

With SBA 7(a) financing, banks can fund up to 90% of the project cost — including the purchase price, working capital, and closing costs — so you get your payment at closing.

Read More About SBA Financing

Minimize Disruption and Client Loss

Clients value continuity. Selling internally ensures familiar faces and consistent service quality.

Reward Loyalty and Build Ownership

Show gratitude to your key employees by giving them a tangible opportunity to grow into ownership.

MYTHS & REALITIES

Myth

"Employee buyouts are too complex."

Reality

With SBA financing and the Step-Up Legacy Plan™, transactions close faster and simpler than outside sales.

Myth

"Employees can’t afford to buy the business."

Reality

SBA 7(a) loans can finance up to 90% of the purchase price.

Myth

"Selling to employees takes longer"

Reality

With SBA financing and the Step-Up Legacy Plan™, transactions close faster and simpler than outside sales.

Compare SBA and ESOP Options

SBA Financing Benefits

How SBA Financing Turns Employees into Owners:
Low Down Payment: As little as 5% down.
Competitive Interest Rates: Typically Prime + 2.75%.
Longer Terms: Up to 10 years for business acquisition loans.
Lender Support: SBA guarantees a portion of the loan, reducing bank risk and increasing flexibility.
This approach allows sellers to be paid upfront while buyers enjoy affordable terms and the business remains stable.
Explore SBA Financing
STEP-BY-STEP PROCESS

How to Sell Your Business to Key Employees and Get Paid at Closing

1. Identify and Qualify Potential Buyers
Look for employees with leadership potential and involve an outside advisor to manage confidentiality.
2. Get a Professional Business Valuation
Work with M&A experts who understand A/E and land-surveying firms.
3. Make Smart Financial Decisions
Shift from minimizing taxes to maximizing business value before selling.
4. Hire an Experienced Advisor
An advisor structures deals properly and helps maintain healthy relationships.
5. Letter of Intent (LOI)
Outlines deal terms before creating binding agreements.
6. Purchase & Sales Agreement
Formalized by attorneys and reviewed by the bank.
7. Closing
Documents are signed, and you receive payment at closing.
8. Communication Plan
Announce the transition to employees and clients clearly and positively.
Talk to an Advisor About Your Timeline

ESOP vs. Step Up Legacy Plan™

Step-Up Legacy Plan™: A Simpler, Faster ESOP Alternative

A smarter path to succession

Feature
Traditional ESOP
Step-Up Legacy Plan™
Setup Cost
$150K–$250K + $50K annual
Minimal; no ongoing fees
Seller Financing
60–80%
≤10%
Paid at Closing
Partial
90–100%
Time to Close
9–18 months
3–6 months
Regulation
ERISA, IRS, DOL
SBA Compliance Only
Best for EBITDA
>$1.5M
$300K–$1.5M
Governance & Compliance
Ongoing, complex oversight
No ongoing compliance required
The Step-Up Legacy Plan™ makes internal ownership fast, affordable, and effective.

Why Choose John Allen Advisors

Selling a professional services firm requires deep industry experience and precision.

Industry Expertise: We understand the unique value drivers of A/E and land-surveying firms.

Financial Precision: We design SBA-backed deals that benefit both sides.

Trusted Banking Partners: We work with lenders who follow SBA policy, not stricter internal rules.

Confidentiality: We protect sensitive client and employee relationships.

Success Story: An engineering firm sold for $4.65M through SBA financing. Because the key employee already owned 5%, there was no down payment — and the seller was paid in full at closing.

Meet John R. Allen, III →

Common Questions

How long does it take to complete an employee buyout?

Typically, 3-6 months, depending on valuation, financing, and legal due diligence.

What if my employees don’t have enough cash for a down payment?

SBA loans require as little as 5% down, making them affordable for qualified employees. If the employees don’t have the 5%, some creative techniques can be used.

Can I stay involved after the sale?

You will likely be required by the buyer to remain with the company for a year following the sale.

What if I want to retire immediately?

Typically, a buyer will require the seller to sign an employment contract. The most common time period is a year.  Generally, the seller will work 40 hours a week for the first 3 months after the sale. This is followed by three months working at 30 hours per week. Then 20 hours per week for the following three months, followed by on-call. An employee is likely to be in a position to allow the seller to work for a shorter period of time than an outside third party.

How much can employees borrow through an SBA 7(a) loan to buy a business?

SBA 7(a) loans can finance up to $5 million. Some banks partner with the SBA under a program called pari passu. This structure allows the borrower to obtain $10 million in total financing. The loan can cover the purchase price, working capital, and closing costs.

Can multiple employees buy the business together?

Yes. In most cases, there is more than one buyer. This is common when additional people are needed for the down payment, and also because a new owner cannot match the seller's efficiency and effectiveness.

Does the Seller have to hold a note (seller financing)?

It depends. If the buyer puts 10% down, then the seller usually does not provide seller financing. If the buyers only have 5% to invest, then the seller will need to lend them 5%. If there’s an unusual risk, like high customer concentration, the seller might be required to provide a seller note.

Will the bank place a lien on the employee’s home?

If there is more than 25% equity in the buyer's home, then by SBA loan policy, the bank is required to place a lien on the borrower's home. If there is less than 25% equity, it is at the discretion of the bank. Our banking partners only place a lien on the personal residence if they are required to do so.

How do banks determine the fair market value of my firm?

Banks are required to obtain a third-party valuation, similar to how a bank hires an outside appraiser to value a home. Valuations are based on the company’s historical cash flow (EBITDA or SDE). Banks do not rely on projections. That’s why pre-sale planning is essential. You don’t want to minimize taxes or decrease your business's value.

What size businesses qualify for employee buyouts using SBA financing?

Any size business can qualify for an SBA loan; however, the value exceeding $10 million must be covered by a down payment or Seller financing. Businesses with gross sales of up to $10 million qualify without requiring an additional down payment or seller financing.

When is the right time to start planning a sale to employees?

Ideally, Two to three years before retirement. That allows you to prepare financials and develop the employees' skills. But if you’re ready now, it can often be completed within six months.

What happens to existing clients and contracts after the sale?

Ideally, the new owner will retain all the clients and contracts. If the sale is structured as a stock sale, all of the contracts are automatically transferred to the new owner. If the transaction is structured as an asset sale, depending on the wording of the contracts, the client may need to grant permission for the new owner to acquire the contract.

Make the Smart Choice — Sell to Your Key Employees

Selling your A/E or land surveying business to your key employees is a proven path to preserving your legacy, maximizing your payout, and setting the firm up for future success.

With the power of SBA financing and the right advisor, you don’t have to wait years or navigate complex ESOPs. You can get paid at closing, keep your team intact, and rest easy knowing your firm is in good hands.