Who is buying a Small Business in 2026?

 

Who Is Buying Small Businesses in 2026? What the Latest Buyer Survey Reveals

Who is actually buying small businesses in America?

If you spend enough time listening to entrepreneurship podcasts or following the business acquisition community online, you might assume the typical buyer is a young entrepreneur raising investor capital to purchase a company.

But the reality looks quite different.

I recently reviewed a buyer survey released by BizBuySell on September 18, and the results closely reflect what I've experienced working with business buyers over the years.

Most buyers aren't aspiring private equity moguls. They're experienced professionals looking for financial independence, stability, and greater control over their futures.

The survey also provides useful insights into what buyers want, how they plan to finance acquisitions, and where opportunities may exist.

Let's explore what the findings mean for anyone considering buying a business.

More Than Half of Small Business Buyers Are First-Time Owners

One of the most interesting findings is that 54% of buyers surveyed had never owned a business before.

That means more than half are entering business ownership for the first time.

This makes sense when you consider how marketplaces such as BizBuySell operate.

People searching these platforms are often looking for established businesses they can acquire rather than companies they've identified through their existing professional networks.

But being a first-time owner doesn't necessarily mean being inexperienced.

Many buyers bring decades of professional knowledge, management experience, and industry expertise into their acquisitions.

The challenge is translating those skills into successful business ownership.

Corporate Professionals Are Driving Business Acquisition Interest

According to the survey, 46% of respondents identified themselves as corporate refugees—professionals transitioning from traditional employment into business ownership.

Among these respondents:

• 47% previously worked for organizations with more than 500 employees.

• 13% came from companies employing between 100 and 500 people.

• 59% of all surveyed buyers were between 40 and 59 years old.

These aren't necessarily people fresh out of university.

Many have spent years building careers, developing professional skills, and accumulating the savings required to purchase a business.

Other buyer categories included serial entrepreneurs, recently unemployed professionals, retirees, and MBA graduates.

Interestingly, recent MBA graduates represented just 7% of respondents.

That contrasts with the impression you might get from some online discussions about search funds and entrepreneurship through acquisition.

The survey paints a picture of experienced professionals seeking a different kind of working life.

Why Are So Many Professionals Leaving Corporate Careers?

The desire for greater independence has always been one of the biggest motivations I've encountered among business buyers.

People want more control over their schedules, decisions, income, and professional futures.

The BizBuySell survey also identified several reasons buyers believe now is a good time to enter the market.

These included:

Motivation	Survey finding
Access to a wide selection of businesses for sale	37%
Job loss or layoff-related circumstances	15%

Some buyers believe demographic changes will create more acquisition opportunities as older owners retire.

Others believe economic conditions may create opportunities to negotiate favourable prices.

But there's another motivation worth examining.

People are becoming increasingly concerned about depending on a single employer for their income.

Buying a Business Can Change Your Household's Income Risk

When you have a job, your household may depend heavily on one employer.

If that employer eliminates your position, your income can disappear.

I sometimes describe this as customer concentration risk within a household.

A business serving hundreds or thousands of customers can have a different income structure.

Losing one customer doesn't necessarily eliminate the entire revenue stream.

Of course, business ownership introduces other risks, including operating expenses, debt, payroll obligations, and market uncertainty.

But a well-established business with a diversified customer base can provide an alternative to relying exclusively on employment.

This reminds me of my time working in Yellow Pages advertising.

I frequently met people starting businesses for the first time.

Some were experienced tradespeople who had decided to become independent contractors.

They were often nervous about committing to advertising expenses because they didn't know whether enough customers would arrive.

I would explain how advertising could be scaled alongside their capacity to serve customers.

The objective wasn't to generate unlimited demand immediately.

It was to build a sustainable business that could gradually support the owner and their family.

That same principle applies when purchasing an existing company.

Why Buyers Prefer Established Businesses Over Startups

Starting a business involves considerable uncertainty.

You need to find customers, establish operations, develop systems, and eventually generate enough revenue to cover expenses.

Buying an existing business offers a different starting point.

Ideally, you're acquiring a company that already has customers, employees, operating systems, and a history of profitable activity.

You're not eliminating risk.

But you're avoiding some of the uncertainty associated with building a business from nothing.

This is one reason established businesses continue attracting professionals who want to transition into entrepreneurship.

They aren't necessarily searching for the next revolutionary business idea.

They're looking for an existing operation capable of producing dependable cash flow.

Buyers Want Stability More Than Exciting Growth Projections

The survey found that 86% of prospective buyers identified stable, recession-resistant businesses as the most desirable opportunities.

Additionally, 64% expressed interest in businesses that were already performing well.

Profitability ranked as the most important acquisition factor, followed by growth potential and industry stability.

That doesn't surprise me.

Most buyers I encounter want a business capable of providing sufficient income from the beginning.

They may hope to grow it later, but they don't want their financial future to depend entirely on achieving ambitious growth projections.

As I explained:

"If a business is losing money, don't buy it because the person who knows it better than anyone, the current owner can't fix it." —David C. Barnett

There are exceptions for experienced turnaround specialists with the expertise and resources to restructure struggling businesses.

But for most first-time buyers, acquiring a profitable and stable company is a much more sensible starting point.

Why Paying for Future Growth Can Be Dangerous

Some buyers become convinced they can operate a company better than its current owner.

They assume they'll increase revenue, improve margins, and create efficiencies immediately after closing.

Then they use those projected improvements to justify paying a higher purchase price.

I think that's dangerous.

An ownership transition is already a period of uncertainty.

The buyer must learn the business, establish relationships with employees, understand customers, and identify operational details that may not have been obvious during due diligence.

Performance can temporarily decline during that transition.

As I explained:

"There is always going to be a normalization period after the ownership of a business changes where the new owner is going to have to come in and figure out exactly what is going on" —David C. Barnett

That's why I encourage buyers to focus on the company's demonstrated earning capacity rather than paying the seller for growth the buyer hopes to create later.

Growth should represent an opportunity.

It shouldn't be the only reason the acquisition makes financial sense.

How Are Buyers Planning to Finance Their Acquisitions?

The survey also provides insight into financing expectations.

Financing source	Respondents considering it
SBA financing	78%
Seller financing	70%
Personal savings	51%
Private investors	29%

<text color="secondary" size="xs">Respondents could consider multiple financing sources, so percentages do not total 100%.</text>

Additionally, 64% said SBA eligibility was extremely or very important when evaluating an acquisition.

That's understandable.

SBA-backed lending is a familiar financing option for many American business buyers.

But it's important to understand that SBA financing isn't the only way to acquire a business.

In my consulting work, many transactions involve a combination of the buyer's own money, bank financing, and seller financing.

The exact structure depends on the buyer's resources, the business's financial performance, and the seller's willingness to participate.

Why Private Investor Financing May Be Harder Than Buyers Expect

One interesting finding is that 29% of respondents were considering private investors.

Investor-backed acquisitions have received considerable attention through the search fund and entrepreneurship-through-acquisition communities.

But planning to raise investor capital and actually securing it are very different things.

In my experience, it's relatively uncommon to see an unrelated investor contribute substantial equity to an ordinary Main Street business acquisition.

Family members or established professional contacts may be willing to participate.

But convincing wealthy strangers to invest in your acquisition is often more difficult than aspiring buyers anticipate.

That's why buyers should evaluate financing options realistically rather than assuming investor money will automatically become available.

Where Are Buyers Looking for Businesses?

The survey found that buyer interest was concentrated in several large states, particularly California, Florida, and Texas.

That isn't surprising given their populations and economic activity.

But there's another geographic consideration I frequently discuss with buyers.

Some excellent businesses in smaller communities receive far less attention than comparable businesses in major metropolitan areas.

Many buyers restrict their searches to large cities because that's where they currently live or want to work.

But that concentration can create more competition for attractive businesses.

Smaller communities may offer opportunities that receive fewer inquiries.

Why Small-Town Businesses Deserve a Closer Look

If you're considering buying a business to support your family and build a more independent future, don't automatically eliminate smaller communities from your search.

Depending on your personal circumstances, a smaller town may offer:

• Less competition for certain business acquisitions

• Opportunities to develop strong customer relationships

• A more closely connected local community

• A lifestyle that better matches your family's priorities

Of course, smaller markets also have potential disadvantages.

You need to consider the local economy, labour availability, customer concentration, and the long-term demand for the business's products or services.

But expanding your geographic search may reveal opportunities you wouldn't otherwise discover.

What the Survey Really Tells Us About Small Business Buyers

The most interesting thing about these results is how closely they reflect the buyers I encounter in my consulting work.

Many are experienced professionals in their forties and fifties.

They're looking for profitable companies capable of supporting their families.

They want greater independence and more control over their financial futures.

And they're generally more interested in acquiring a dependable business than creating an elaborate investment structure.

As I explained:

"They usually are looking at the present performance." —David C. Barnett

That focus on current earnings makes sense.

A business buyer needs to know whether the company can provide sufficient cash flow to support operating expenses, acquisition financing, and their own income requirements.

Future growth is valuable, but it shouldn't replace careful analysis of the business as it operates today.

Final Thoughts: Buy a Business That Supports Your Goals

The BizBuySell survey provides a useful reminder that small business acquisition isn't exclusively the domain of professional investors or serial entrepreneurs.

For many people, it's a practical path toward financial independence and greater control over their working lives.

But purchasing a business requires careful preparation.

You need to understand its financial performance, evaluate its stability, assess financing options, and determine whether it can support your personal financial needs.

Don't buy a business simply because it has exciting growth potential.

And don't assume the most popular acquisition strategy online is necessarily the right one for you.

The best business acquisition is one that fits your financial resources, experience, lifestyle, and long-term goals.

Whether you're leaving a corporate career, recovering from a layoff, or looking for a new professional challenge, focus on acquiring a company you can successfully operate.

That's what turns a business purchase into a sustainable investment.

Learn How to Buy a Business the Right Way

If you're considering buying your first business, my Business Buyer Advantage program can help you evaluate opportunities, understand financing, conduct due diligence, and structure transactions while managing risk.

Explore Business Buyer Advantage

Want to better understand how businesses are valued? My book Business and Asset Values explores how owners, buyers, sellers, lenders, and advisors should think about small business and equipment value.

Explore Business and Asset Values

How Much Deposit Should You Pay When Buying a Business?

Business Purchase Deposits: Protect Your Money Before Closing

When buying a business, one of the first questions you might face is whether you should provide a deposit.

How much should you offer? Should the money accompany your initial offer? And what happens if you decide not to proceed with the purchase?

These are important questions because the biggest concern isn't necessarily how much money you put down. It's whether you can get that money back if the deal falls apart.

I received a question from a viewer asking whether there's a standard deposit amount when purchasing a business and when that deposit should be paid.

My answer might surprise you.

Should You Offer a Deposit When Buying a Business?

Many buyers assume that offering a deposit demonstrates seriousness and makes their offer more attractive.

But I encourage buyers to think carefully before voluntarily putting money at risk.

As I explained:

"You don't offer a deposit. You wait for them to ask for it, right?" —David C. Barnett

If the seller hasn't requested a deposit, why introduce one unnecessarily?

There's no universal deposit percentage that every business buyer must offer.

Instead, wait until the seller raises the issue.

If a deposit becomes part of the negotiation, you can discuss the amount, where the funds will be held, and the conditions under which they must be returned.

The objective is simple: Don't expose your money to unnecessary risk before you know whether the transaction will proceed.

Where Should Your Business Purchase Deposit Be Held?

Suppose you're negotiating directly with a seller who requests a $10,000 deposit.

You might agree to provide it but propose placing the money in your lawyer's trust account.

You can then provide a receipt confirming that the funds have been deposited.

The seller may prefer their lawyer's trust account instead.

That's negotiable.

What matters most is understanding who controls the money and when it can be released.

Why the Refund Conditions Matter

Imagine you provide a deposit and later discover something concerning during due diligence.

Perhaps the financial statements don't support the seller's claims, or you uncover operational problems that make the acquisition unattractive.

You decide to withdraw.

But now the seller refuses to authorize the return of your deposit.

Suddenly, you're involved in a dispute over money that should have been protected.

As I explained in the video:

"You want to have the ability to withdraw from the deal knowing that your money needs to come back to you." —David C. Barnett

This is why the deposit agreement should clearly establish your refund rights before any money changes hands.

The Refundable Deposit Clause I Used as a Business Broker

When I worked as a business broker, I included a specific provision in my offers.

The clause stated:

"Both parties understand that the deposit is fully refundable upon written request by the buyer should they decide not to proceed with the deal." —David C. Barnett

I also had the seller initial that provision.

Why?

Because in New Brunswick, where I worked, business brokers were regulated under the same rules as real estate agents.

Without appropriate authorization, returning a deposit could require both parties to sign a release.

By obtaining the seller's agreement to the refund provision in advance, I could avoid that additional complication.

The buyer could withdraw and request the return of the deposit without having to renegotiate the seller's permission.

The important lesson is to negotiate refund conditions before you provide the money—not after a disagreement arises.

The enforceability of a provision like this depends on the applicable law and the full agreement, so buyers should have their lawyer review it.

When Does a Deposit Become Non-Refundable?

A deposit doesn't necessarily need to remain refundable throughout the entire acquisition process.

There may be circumstances where the seller reasonably requests additional protection.

For example, imagine you've completed most of your due diligence.

Now you want to speak directly with the company's senior managers.

That creates additional risk for the seller.

Employees may become concerned about the potential sale, and confidential information may be exposed.

At that stage, the seller might agree to provide access only if the buyer accepts a non-refundable deposit.

In transactions I handled, that change required a separate agreement.

The key distinction is that the deposit became non-refundable because the parties expressly agreed to change its status, not simply because the buyer had made an offer.

Before agreeing to that change, buyers should understand exactly what events would cause them to lose the deposit.

When Should You Actually Pay the Deposit?

Another common mistake is providing money before the buyer and seller have reached an agreement.

My approach was straightforward: Don't hand over the deposit until there's an accepted offer.

When I worked as a business broker, my offers often required the deposit to be placed in the broker's trust account within five days after acceptance.

That gave buyers time to arrange the funds.

After all, deposits aren't always small.

I've handled transactions involving deposits of $50,000 or $80,000.

A buyer might need to transfer money from an investment account, sell securities, or make other arrangements before the funds become available.

Requiring the deposit immediately when making an initial offer can create unnecessary complications, particularly when negotiations might continue for weeks.

A Practical Deposit Timeline

Transaction stage	Recommended approach
Initial offer	Don't voluntarily offer a deposit
Seller requests a deposit	Negotiate the amount, holder, and refund conditions
Offer accepted	Transfer funds within the agreed period
Due diligence	Preserve the refund rights established in the agreement
Additional sensitive access	Negotiate any proposed change to refundability
Closing	Apply the deposit according to the purchase agreement

The exact arrangement should be confirmed with your lawyer and documented in the transaction agreements.

Does a Deposit Make Your Business Purchase Offer Legally Binding?

Some buyers believe a deposit is required to make an offer legally valid.

That belief is often connected to the legal concept of consideration.

But the relationship between deposits, consideration, and enforceable contracts isn't as straightforward as many people assume.

In certain jurisdictions, contracts may include formalities such as execution under seal.

Historically, these formalities could affect whether consideration was required.

The important point is that you shouldn't assume a deposit is automatically necessary to make a business purchase agreement enforceable.

Contract requirements vary by jurisdiction, and buyers should obtain legal advice rather than relying on general rules borrowed from real estate transactions.

Why Some Business Brokers Push for Larger Deposits

There's another issue buyers should understand.

In some business brokerage transactions, the broker holds the deposit in a trust account.

When the transaction closes, those funds may be applied toward the broker's commission.

This creates a potential incentive for brokers to encourage larger deposits.

A larger deposit may give the broker greater confidence that their commission will be covered when the transaction completes.

That doesn't mean every broker acts improperly.

But it does mean buyers should understand who holds the deposit, why a particular amount is being requested, and what happens to the funds if the transaction doesn't close.

Your deposit should serve the needs of the transaction, not unnecessarily expose you to risk.

Final Thoughts: Protect Your Deposit Before You Commit

When buying a business, there's no reason to put money at risk simply because you believe a deposit is expected.

If the seller requests one, negotiate carefully.

Understand where the money will be held, when it must be paid, and what conditions allow you to recover it.

Most importantly, don't assume that a deposit is refundable unless the agreement clearly establishes your rights.

A well-structured acquisition isn't just about negotiating the purchase price.

It's also about controlling the risks you take before the deal closes.

The best deposit arrangement is one that demonstrates your commitment without unnecessarily putting your money in jeopardy.

Get Help Buying a Business

If you're considering purchasing an existing business, my Business Buyer Advantage program can help you understand the process, from finding opportunities and negotiating offers to evaluating financial performance and arranging financing.

Explore Business Buyer Advantage

For more articles, videos, books, and resources about buying, selling, financing, and managing small and medium-sized businesses, visit my website.

A Terrific Interview with the host of My Worst Investment Ever Andrew Stotz

 

David Barnett's Worst Investment Ever:

Seven years after his first appearance discussing tax-related business losses, David returns for his third visit to unpack the biggest myth in small business acquisitions: that a wave of retiring baby boomers is about to flood the market with cheap businesses for sale. The real numbers tell a very different story, and most of what actually kills a deal has nothing to do with supply and demand.

BIO: As an author, consultant, and international speaker, David C. Barnett has helped thousands of entrepreneurs avoid bad deals and close successful ones.

LEARNING: Value is never a fixed number; it depends entirely on who is asking and why.

"Success is not closing the deal. It is buying a successful cash-flowing business at a reasonable price that's going to allow you to get a reasonable rate of return—or you avoid a bad deal." - David Barnett

PREMIERE Thesis Capital's family of business operators with Ian Reynolds

 

What does it take to go from buying one business to building a family of companies?

New Livestream guest – Ian Reynolds

I’m happy to have Ian join me on a broadcast.

Ian is the founder of Thesis Capital and began his acquisition journey by buying and operating his first business in 2017.

Tune in as we discuss Ian’s journey from buying his first business to partnering with talented operators, acquiring more companies, and building a long-term investment model around small and lower middle market businesses.

We’ll also talk about what Ian looks for in both businesses and operators, why finding the right talent matters, and his approach to growing companies without rushing to sell them.

This is a ‘must see event’ for anyone interested in buying a business, business acquisitions, or building a portfolio of companies.

Be sure to join the premiere, replay will be available.

Set yourself a reminder on YouTube here: https://youtu.be/V1781QA2IKo 

We’ll be premiering Thursday October 8 at 2:30 PM Atlantic Time and 1:30 Eastern Time

See you there!

David C Barnett

WHY MOST BUSINESS OWNERS NEED EXIT EDUCATION BEFORE THEY NEED AN EXIT ADVISOR

Exit planning begins before a transaction

Many owners hear the words exit planning and assume they are being invited to sell immediately. Others expect a conversation dominated by tax structures, insurance or investment products. Those topics can matter, but they do not answer the first question: can the business continue to produce reliable results for someone else?

The owner may be the business

A company can be profitable and still be difficult to transfer. The owner may hold the customer relationships, approve every purchase, know every quote, solve every technical problem and keep crucial information in memory. From the owner’s perspective, these habits demonstrate dedication. From a buyer’s perspective, they may reveal that much of the earning power walks out the door when the owner leaves.

Value is only one part of the decision

A valuation can be helpful, but it does not determine whether a sale will close, how it will be financed or what the owner will receive after taxes, debt, working-capital adjustments and transaction costs. Nor does it answer whether the best successor is an outside buyer, an employee, a family member, a competitor or another company.

Buyers look forward, not backward

Historical financial statements are evidence, but buyers pay for expected future benefits. They want to know whether customers will stay, employees will remain, equipment will continue to function and processes can be understood. Exit-ready businesses make those future benefits easier to believe.

Financial transparency takes time

Improving bookkeeping for two or three years before a transaction can reduce arguments over adjustments and make financing easier. This is one reason exit education should begin long before an owner intends to sell.

The best time is before urgency

Illness, burnout, conflict and unexpected offers can compress decision-making. Exit education is not a declaration that the owner is leaving. It is a form of business resilience.

Speaker resource: David C. Barnett delivers practical exit and succession programs that help owners understand what buyers need, how transferability affects value and which preparations should begin before a transaction becomes urgent. Learn more about his programs at https://www.HowToSellMyOwnBusiness.com 

Tax Shields and Depreciation: Is the New Deduction Worth It?

Is Accelerated Depreciation Really a Tax Break? What Business Owners and Buyers Should Know

Governments love giving tax programs exciting names.

Canada's Productivity Mega Deduction and the United States' bonus depreciation rules can make accelerated depreciation sound like free money for business owners.

But there's an important distinction:

Accelerating depreciation generally changes when you receive a tax deduction. It doesn't necessarily create an entirely new deduction.

That timing can still be valuable. But using as much depreciation as possible immediately isn't automatically the smartest decision—especially if you've financed equipment, expect strong future profits, plan to sell your business, or are buying a business through an asset purchase.

Understanding the difference can help you have a much better conversation with your accountant.

 

What Does a Business Tax Write-Off Actually Mean?

Let's start with one of the most common misunderstandings.

A $500,000 write-off does not mean the government gives you $500,000.

You still had to spend the money.

When a business buys a long-lived asset such as a large piece of machinery, the entire purchase price traditionally isn't treated as an expense in the year of purchase.

The equipment is expected to provide value for several years.

Depreciation recognizes the cost of that asset over time as it wears out or is consumed by the business.

Different assets can also have different depreciation rules. Some may use straight-line depreciation, while others may use a declining-balance method or another treatment depending on the applicable tax rules.

How Does Depreciation Create a Tax Shield?

Consider a simplified example.

Suppose a business earns $200,000 and is subject to a 25% tax rate.

Without depreciation, the tax would be $50,000.

Now suppose the company has $50,000 of allowable depreciation.

Taxable income falls from $200,000 to $150,000.

At a 25% tax rate, the tax becomes $37,500.

The $50,000 depreciation deduction therefore reduced the tax bill by $12,500.

That's the tax shield created by depreciation.

Accelerated depreciation changes when you can use that shield.

Is Accelerated Depreciation Really Giving You More Tax Savings?

This is where the distinction becomes important.

Under ordinary depreciation, a $100,000 machine might produce deductions over several years.

Accelerated depreciation may allow the business to recognize much more—or potentially all—of the eligible depreciation earlier.

That can create substantial tax savings in the first year.

But you're also consuming depreciation that otherwise might have been available in future years.

“The tax shield gets consumed early.”
—David C. Barnett

You're changing the timing of the deduction.

That's very different from assuming the government has simply handed the business free money.

Why Might You NOT Want to Accelerate All Your Depreciation?

Getting the tax benefit sooner can certainly be attractive because a dollar today is generally more valuable than a dollar received years from now.

But consider what happens when the asset was financed.

Suppose you purchase a $100,000 machine using $10,000 of your own money and $90,000 of financing.

You accelerate the depreciation and receive a large tax benefit immediately.

Next year, however, you're still making payments on the loan.

The principal portion of those loan payments doesn't generally reduce taxable income. Interest may be deductible, but repaying borrowed principal is different.

Now you could find yourself simultaneously facing:

a tax bill + a loan payment.

“These things need to be planned for. Don't just always take the knee-jerk reaction of trying to pay the least amount all the time.”
—David C. Barnett

The lowest possible tax bill this year isn't necessarily the same thing as the best long-term financial decision.

Think About Future Profitability Too

Depreciation can be valuable in future periods if the business remains profitable.

Suppose you expect earnings to increase significantly.

Preserving depreciation for future years could potentially provide a useful tax shield when the business is producing greater income.

Future tax rates could also change.

Nobody knows with certainty what tax policy will look like years from now.

That's another reason depreciation decisions should be made as part of a broader financial plan rather than automatically choosing whatever creates the lowest tax bill today.

Your accountant can provide much better advice when they understand where you're trying to take the business.

What Does Depreciation Mean When Buying a Business?

Depreciation becomes especially interesting when you're buying a business through an asset sale.

Imagine you're acquiring a business for $1 million.

The transaction consists of:

• $400,000 of equipment

• $500,000 of goodwill

• $100,000 of inventory

You're not simply purchasing one thing called “the business.”

You're purchasing different classes of assets that receive different accounting and tax treatment.

Your opening balance sheet might therefore show the inventory, equipment, goodwill, and any additional operating cash or working capital you contribute.

This matters because accelerated depreciation rules don't necessarily apply equally to every asset category.

Inventory, Equipment and Goodwill Are Different

Inventory is eventually sold and becomes part of the cost of goods sold. It isn't treated the same way as equipment for purposes of the accelerated depreciation concept being discussed.

Equipment is where accelerated depreciation can become particularly relevant.

The buyer may have an opportunity to recognize eligible depreciation earlier rather than spreading it across future periods.

Goodwill is different again.

The transcript explains that accelerated depreciation doesn't apply to goodwill in the same manner as eligible equipment. It also highlights different treatment between the United States and Canada.

This is exactly why buyers shouldn't treat the purchase price as a single number.

Purchase Price Allocation Can Be as Important as Purchase Price

Suppose you agree to pay $1 million for a business.

The next question should be:

What exactly am I paying $1 million for?

How much is being allocated to inventory?

How much to equipment?

How much to goodwill?

Other assets may also be involved.

Those allocations can create different tax consequences for the buyer and seller.

“The allocation of the purchase price in an asset transaction is just as important as the price.”
—David C. Barnett

That's why allocation shouldn't necessarily be left until the end of the transaction.

David's approach is to discuss allocation as part of the offer process, even if an initial allocation needs to remain subject to due diligence.

The allocation also needs to have a reasonable connection to the actual value of the assets.

You can't simply assign arbitrary values to equipment because one allocation produces a more attractive tax result.

Why Buyers and Sellers May Want Different Allocations

The buyer and seller can have competing tax interests.

Consider a seller who previously purchased a $100,000 machine and used accelerated depreciation to reduce its tax basis significantly.

Years later, the machine still has economic value and is being sold as part of the business.

That sale can create tax consequences for the seller related to depreciation previously claimed.

From the buyer's perspective, allocating value to eligible depreciable assets may provide future tax benefits.

That creates another negotiation inside the larger business acquisition.

The purchase price matters.

The composition of that purchase price matters too.

Accelerated Depreciation Can Also Affect Your Future Business Sale

The same issue applies to today's business owner who expects to sell eventually.

Taking the maximum depreciation available today might reduce current taxes.

But if you're planning an eventual asset sale, you should understand what could happen when depreciated equipment is later sold for value.

That doesn't mean accelerated depreciation is inherently a bad strategy.

It means you should understand the entire lifecycle of the decision rather than focusing exclusively on this year's tax return.

Asset Purchases and Share Purchases Are Different

There's one final distinction business buyers need to understand.

This discussion primarily relates to asset purchases.

When you purchase shares or stock of an existing corporation, you're buying the entity that already owns the assets and already has its existing balance sheet.

If that corporation previously claimed depreciation on its equipment, buying its shares doesn't automatically create a fresh depreciation basis for those assets.

That can make the tax consequences of an asset purchase substantially different from those of a share purchase.

It's another reason transaction structure needs to be discussed with qualified accounting and tax advisors before the deal is finalized.

Don't Let the Tax Deduction Make the Business Decision for You

Accelerated depreciation can be useful.

But the headline tax savings shouldn't drive the entire decision.

Ask:

How was the asset financed?

What will loan payments look like in future years?

How profitable do you expect the business to be?

Could preserving deductions provide value later?

Are you planning to sell the business?

If you're acquiring a business, how is the purchase price being allocated?

And most importantly, have you modeled what these decisions could do to future cash flow?

“You need to be informed of these topics so that you can actually have intelligent conversations with your advisors and make a plan.”
—David C. Barnett

The objective isn't simply to minimize this year's tax bill.

It's to make decisions that make sense for the business over time.

Model the Future Cash Flow Before Making the Decision

If you want to better understand how depreciation, taxes, financing, profitability, and other business decisions can affect future cash flow, David's Cash Flow Forecasting and Business Plan Writing Program teaches entrepreneurs how to build a financial forecast from the ground up.

The program is designed for people starting or buying a business or planning a major expansion, with the goal of helping you understand whether the business or deal actually makes financial sense.

Learn more and enroll:
https://bizplanschool.com/

Buying a Business? How to Handle Financing and Due Diligence After Your Offer Is Accepted

 You've found a profitable business, negotiated with the seller, and had your offer accepted.

Now the real work begins.

You need to assemble the money required to complete the acquisition while investigating whether the business is actually what the seller represented it to be.

These two processes—financing and due diligence—can determine whether you close the transaction, renegotiate it, or discover that walking away is the smarter decision.

The important thing is to approach both systematically rather than becoming so excited about owning the business that you stop asking whether the deal still makes sense.

How Is a Small Business Acquisition Usually Financed?

A traditional small-business acquisition can involve three sources of money:

• Your own equity

• Bank financing

• Seller financing

The percentages can vary dramatically depending on the business, its assets and cash flow, the buyer's resources, the lender, and the structure of the transaction.

But buyers sometimes begin their search believing they can avoid putting much of their own money into the transaction by raising capital from outside investors.

That can happen.

It shouldn't automatically be your financing plan.

Can You Use Investors to Fund Your Business Acquisition?

The traditional search fund model involves an entrepreneur raising money from investors to finance the search for a business and eventually fund an acquisition.

You'll also hear the term self-funded search.

Don't let the terminology make this more complicated than necessary.

A self-funded searcher is essentially somebody looking to buy a business without having investors fund the search itself.

The important lesson for individual buyers is that outside capital isn't necessarily as readily available as online discussions can make it appear.

The 2023 Self-Funded Search Study referenced in the source found that 78% of the surveyed deals involved equity from the entrepreneur's personal savings, assets, or net worth. Other deals involved sources including friends and family, high-net-worth individuals, family offices, and private equity or institutional investors.

For most prospective buyers, that reinforces a basic lesson:

If you want to buy a business, building your own financial resources matters.

Build Investor Relationships Before You Need Their Money

If outside equity will be necessary, don't wait until you've signed an LOI to start meeting potential investors.

Start building relationships earlier.

Friends, family, business owners, professionals, and other people within your extended network may eventually become sources of capital—or introduce you to someone who could.

But somebody considering writing a significant check isn't only evaluating the business.

They're evaluating you.

Do they trust you?

Do they believe you understand the industry?

Do they think you're capable of operating the company?

As the saying goes, people do business with people they know, like, and trust.

Those relationships take time to build.

Talk to Lenders Before You Have a Deal

You probably won't receive a final financing commitment without an actual acquisition for the bank to evaluate.

That doesn't mean you should wait until your offer is accepted to meet bankers.

Identify lenders that regularly work with the type and size of business you hope to acquire.

Ask what they finance.

Do they provide acquisition loans? SBA loans in the United States? Equipment financing? Inventory financing? Working-capital lines?

More importantly, build a relationship with the banker.

“The way to approach it is to look at the banker for what they are. Someone trying to make a loan.” David C Barnett

A knowledgeable banker can sometimes identify financing problems before you submit an offer.

They may even suggest small changes to your proposed deal structure that make the acquisition more financeable without significantly changing the economics for you or the seller.

Treat the banker as part of your acquisition team—not an obstacle you're trying to outsmart.

Where Does Seller Financing Fit?

Seller financing can fill part of the gap between your equity and available bank financing.

But don't make your first conversation with the seller about how much money they're willing to lend you.

First investigate the business.

Determine whether you actually want it.

Then structure your offer.

You can even present alternative offers with different amounts of seller financing.

If you're asking the seller to finance a larger portion of the transaction, consider giving them something in return. Perhaps that version of the offer carries a higher overall purchase price or another economic benefit.

Financing terms have value.

Negotiating a business acquisition means recognizing that value on both sides.

What Are the Three Types of Due Diligence When Buying a Business?

Once your offer is accepted, due diligence can be divided into three broad areas:

Financial due diligence, business due diligence, and legal due diligence.

Each answers a different question.

You shouldn't focus exclusively on confirming the financial statements while ignoring how the company actually operates or what legal obligations you're inheriting.

1. Financial Due Diligence: Are the Numbers Real?

Financial due diligence investigates whether the financial information used to make your offer is accurate.

Buyers sometimes hear about getting a Quality of Earnings (QoE) report.

That can be appropriate for larger transactions, but it can also be a significant expense. A buyer purchasing a relatively small Main Street business needs to consider whether the level of financial investigation is proportionate to the transaction.

You may not always need an elaborate report.

You do need competent financial investigation.

An experienced CPA familiar with small-business acquisitions can help you understand what needs to be tested and identify bookkeeping practices that deserve closer examination.

For some businesses, confirming revenue may involve comparing invoices, bank deposits, accounting records, tax returns, and individual jobs.

“It's not hard. It's just work.”

When discrepancies appear, investigate them.

Sometimes there's a perfectly reasonable explanation.

Other times, the discovery gives you grounds to renegotiate—or a reason to walk away.

2. Business Due Diligence: How Does the Company Actually Work?

Financial statements tell you what happened financially.

They don't necessarily explain why it happened.

Business due diligence is about understanding the actual mechanics of the company.

Where do customers come from?

Which relationships matter?

Who generates the sales?

Which employees are critical?

How does work move through the company?

What happens if the owner leaves?

Consider a paint store.

Someone unfamiliar with the industry might see a straightforward retail business serving homeowners. But perhaps 75% of its sales come from professional contractors buying supplies early in the morning.

Suddenly, contractor relationships become an important part of what you're actually buying.

If those relationships are personally connected to the seller, you need to understand what happens when ownership changes.

3. Legal Due Diligence: What Legal Risks Come With the Business?

Legal due diligence is different from having an attorney draft the final purchase agreement.

Your lawyer should also investigate legal matters that could affect the business after acquisition.

That can include:

• Customer and supplier contracts

• Employment matters

• Existing agreements

• Licensing and regulatory requirements

• Litigation or potential disputes

• Privacy documentation

• Assignability of contracts

• Change-of-control provisions

Contract assignability can be particularly important.

Imagine acquiring a janitorial company with a valuable government contract.

If the contract says an asset sale gives the government the right to put the work back out to tender, buying the assets could jeopardize the recurring revenue you're trying to acquire.

A share purchase might produce a different result because the operating entity remains intact.

That's exactly the type of issue legal due diligence should uncover before closing.

Don't Spend All Your Due Diligence Money at Once

The order in which you perform due diligence matters.

If you're going to discover a fatal problem with the business two weeks into your investigation, you'd rather discover it before spending heavily on final legal agreements and other professional work.

Think about the acquisition using the concept of a critical path.

Several workstreams may happen simultaneously, but certain steps depend on others being completed successfully.

Arrange the process so major deal killers can be investigated before unnecessarily expensive closing work begins.

Due diligence isn't simply about discovering information.

It's also about controlling the cost of discovering it.

Keep Asking Whether Buying Still Makes Sense

There is another question buyers should keep in mind throughout due diligence:

Would I be better off starting this business instead?

Maybe the answer is clearly no.

An existing company may have valuable customers, employees, contracts, systems, equipment, reputation, and cash flow that would be difficult or expensive to recreate.

But don't stop asking the question merely because your offer has been accepted.

You may discover outdated processes, expensive legacy systems, weak customer relationships, or other issues that reduce the advantages of acquisition.

Be careful about buyer fever.

Don't become so emotionally attached to completing the deal that you stop objectively evaluating it.

“Does it make sense for me to do this deal?”

That question should remain in the back of your mind until closing.

Having your money safely in the bank while working a job you don't particularly enjoy can still be better than overpaying for a risky business that turns out to be very different from what you expected.

Learn How to Buy a Business the Right Way

If you're serious about buying an existing business, Business Buyer Advantage provides online training, group coaching, and buyer-side analysis services designed to help you understand the acquisition process.

The training includes dedicated due diligence material, while David and the ALP team also offer Buyer Insight Analysis services to help examine specific businesses and formulate potential offers.

Learn more about Business Buyer Advantage:
https://businessbuyeradvantage.com/