Sell to Your Employees Without Becoming Their Bank

The Step-Up Legacy Plan™ is a bank-funded employee buyout model for A/E firms with up to $10M in revenue.

Key employees invest 5-10% down, and you receive the substantial majority of your proceeds at closing.

The Problem with Traditional Options

Traditional ESOP

Traditional ESOPs cost $150,000+ to set up, have high annual maintenance costs, and work best for firms with net income over $1,500,000.

Seller Financing

You become the bank, waiting years for payments while hoping your employees stay profitable.

Third-Party Sale

Longer process and tougher due diligence

How the Step-Up Legacy Plan™ Works

We Structure the Deal

Professional valuation, SBA financing setup, legal documentation

Your Employees Invest 10%

Your Employees Invest 5-10% of the purchase price

Banks Fund the Rest

Banks Fund the Majority: The bank provides acquisition financing, and you receive the substantial majority of proceeds at closing

ESOP vs. Step Up Legacy Plan™

Traditional ESOPs cost $150,000+ to set up, have high annual maintenance costs, and work best for firms with net income over $1,500,000.”

A smarter path to succession for $1M–$8M businesses

Feature
Traditional ESOP
Step-Up Legacy Plan™
Ideal Size
Net Income > $1,500,000
A/E firms up to $10M revenue
Seller Paid at Closing
Mostly deferred, paid over time
Substantial majority paid at closing
Employee Capital Required
No
Yes — 5 to 10%
Complexity & Setup Cost
High legal & compliance burden
Streamlined & cost-effective
Bank Financing Available
Limited
Readily accessible (with right banks)
Key Employee Incentives
Generic or limited equity
Tailored equity for top talent
Governance & Compliance
Ongoing, complex oversight
No ongoing compliance required

Why This Works for A/E Firms

You Get Paid at Closing

You Get Paid at Closing: Receive the substantial majority of proceeds at closing. No becoming your employees' bank.

Your Legacy Lives On

Your employees already know your clients, processes, and values. They'll preserve what you built.

Simple Process

Simple Process: This is a straightforward sale, not a retirement plan or trust structure. No ESOP complexity or ongoing administrative obligations.

Real Success Story

Phasor Corporation

Owner wanted to sell to two key employees but needed full payment at closing. Local banks wouldn't help.

Our Solution

Step-Up Legacy Plan™ secured SBA financing that paid the seller in full while providing working capital for the new owners.

Result

Employees became owners with manageable investment. Seller got complete payout. Business continuity preserved.

Is This Right for Your Firm?

Ideal for:
A/E and land-surveying firms with up to $10M revenue
Steady cash flow
Key employees ready for ownership
Owner seeking liquidity and a clean exit
Perfect When You Want:
Liquidity at closing, not payments over time
Continuity for employees, clients, and firm culture
A practical, bank-approved path without ESOP complexity

Common Questions

How long does this take?

Typically 3-6 months from start to closing.

What do employees need for down payment?

Usually 5-10% of purchase price, often $100K-$500K depending on firm size.

What if employees can't get financing?

Our banking relationships and expertise help present the strongest loan applications. We pre-qualify scenarios first.

How much money do I actually receive at closing?

Short Answer: The substantial majority of your proceeds are paid at closing.

Read More: With 10% employee equity, owners typically receive all proceeds at closing. With 5% employee equity, owners typically receive approximately 90% 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.

Do my employees really have the money to buy me out?

Short Answer: Most of the time, yes. Buyers typically access the money through a home equity loan. Additionally, there can be multiple buyers, which reduces the down payment for each individual. We also have other solutions to help the buyer(s) with the down payment. Remember, we are arranging SBA financing with 5 to 10% down. Our banking partners specialize in these transactions, so you get your money up front while your employees step into ownership

How is this different from an ESOP?

Short Answer: It’s simpler, faster, and less expensive.

Read More: 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 the complexity and ongoing costs associated with traditional financing. You still achieve continuity, culture preservation, and liquidity, without the headaches.

What role does SBA financing play in all this?

Short Answer: It’s the financial engine that makes employee buyouts possible.

Read More: SBA financing can provide up to $10,000,000 of the purchase price. Any portion that exceeds SBA limits is typically addressed through a seller note or other negotiated consideration, structured to meet bank requirements and protect the seller.

What happens to my employees and clients after the sale?

Short Answer: They see continuity, not disruption.

Read More: Selling to your employees means clients keep working with the people they already know and trust, and employees stay in a familiar culture. It’s one of the biggest reasons owners choose the Step-Up Legacy Plan™ over selling to an outside buyer.

Will I still need to stay involved after the sale?

Short Answer: Yes, the employees know their jobs. They need someone to teach them about your responsibilities in insurance, budgeting, and administrative tasks. We recommend that you plan to stay for a year after the sale. The number of hours you work decreases over time until you're only on call.

What if my firm is too small for this to work?

Short Answer: You may be surprised—it often works better than you think.

Read More: The Step-Up Legacy Plan™ works best for firms with $1M–$8M in revenue and 10–50 employees. If you’re smaller, it may still be possible depending on your profitability, client base, and staff experience.

How long does the process take?

Short Answer: Typically takes 3–6 months from start to finish if you are selling to key employees. If you are selling to an outside third party it is normally 6 to 12 months.

Read More: 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.

Do I still have to “be the bank” for my employees?

Short Answer: No, that’s the whole point.

Read More: Unlike traditional seller financing, the bank provides most of the capital. If you hold a seller note, it’s usually a small part, structured as standby equity until the SBA loan refinances it.

How do you value my firm?

Short Answer: The value of your business is based on the amount of cash flow it generates for the owner, the size of your firm, and the type of work that you perform. A rule of thumb is 2-3x Seller's Discretionary Earnings (SDE) or 5- 6x EBITDA (Note: most people calculate SDE and EBITDA incorrectly). It is highly recommended that you have a professional value your business. 

SPECIAL NOTE: Banks will not accept the discounted cash flow method for valuing your business because this is based on projections. Banks always look at historical cash flow.

Ready to Explore Your Options?

The Step-Up Legacy Plan™ isn't right for every situation, but when it fits, it solves the employee ownership challenge elegantly.

Schedule a confidential consultation to discuss your specific situation and determine if this approach can achieve your goals.