Should You Buy a Business with a Partner? (Don't Do It Until You Watch This)

 

Buying a Business With a Partner: The Questions You Need to Answer First

Buying a business with a partner can give you more capital, complementary skills, additional experience and someone to share the workload. But it also adds an entirely new layer of risk and complexity to the acquisition process.

Before you commit money to a deal, you and your prospective partner should be able to answer five important questions:

• Should this person even be your business partner?

• Should ownership really be split 50/50?

• What happens when the business needs more money and only one partner can provide it?

• How will you divide responsibilities, authority and compensation?

• What happens if the partnership eventually stops working?

These questions should be answered before you buy the business—not after problems arise.

1. Should This Person Even Be Your Partner?

Buying a business with another person actually involves three projects at once. You are creating a partnership, searching for and acquiring a business, and designing the future operating relationship between the partners.

As David C. Barnett explains, “A business partnership can be even more involved and laborious than a marriage.”

That means you should first question why you want a partner at all.

Perhaps you need additional money. Could you borrow it instead? Could an investor provide capital without becoming an operating partner?

Maybe you want another person because they possess expertise you lack. Could you hire an employee, consultant or coach instead?

There are legitimate reasons to have a partner. Someone may bring valuable relationships, reputation, specialized skills or experience. But loneliness, fear of responsibility or simply wanting someone else to share the burden are weak foundations for a partnership.

Once you decide a partnership makes sense, look carefully at trust, respect and alignment. Do you both want the same outcome from the business?

One partner may want to rapidly grow and sell the company within three years while the other wants to operate a stable, profitable business for 15 years. Neither objective is necessarily wrong, but combining them in one partnership can create predictable conflict.

2. Should You Really Split the Business 50/50?

Two partners do not automatically mean two equal ownership positions.

As Barnett puts it, “Fifty-fifty does not necessarily equate to a fair deal.”

Consider everything each partner is contributing: cash, labour, expertise, relationships, personal guarantees and financial risk.

Suppose one person provides most of the acquisition capital while the other brings 15 years of industry experience and agrees to manage the company for $50,000 per year instead of the $75,000 market salary. That $25,000 annual wage concession represents a real economic contribution.

Risk matters too.

If both partners personally guarantee a business loan, the guarantee may be joint and several. That doesn't necessarily mean each partner is economically exposed to only half the debt. A partner with significant personal assets may have considerably more at risk if the business fails.

Ownership, compensation, shareholder loans and other financial arrangements can be structured to recognize these differences rather than automatically dividing everything equally.

3. What Happens When the Business Needs More Money?

Sooner or later, many businesses need additional capital.

Before entering a partnership, decide what happens when that moment arrives.

Imagine two partners each own 50%. The company suddenly needs another $100,000, but only one partner can provide the money.

Is the additional $100,000 a shareholder loan? Does that partner receive additional shares? If new shares are issued, does the original 50/50 ownership structure disappear?

These decisions become much harder when the business is already experiencing financial stress.

Barnett recommends what he calls “planning for the next dollar.” Partners should establish the rules governing future capital requirements before the money is actually required.

4. Who Is Actually in Charge?

Ownership and employment are different things.

One partner might own half the company but work only five hours per week. Another might spend 50 hours running daily operations. Compensation for that work should not necessarily correspond to ownership percentages.

Responsibilities and decision-making authority should also be clearly divided.

Otherwise, every decision can become a committee meeting.

“If you have to wait, talk to your partner… you actually become less efficient,” Barnett explains.

One person might control operations while another handles marketing or finance. Each needs enough authority to make decisions within their area without seeking permission for every routine matter.

Even in a 50/50 partnership, someone will normally need to function as president or general manager. At the ownership or board level, both partners can establish strategic direction. Operationally, however, an organization cannot effectively have two people simultaneously acting as the ultimate boss.

5. What Happens When Something Goes Wrong?

Partners naturally concentrate on what happens if everything succeeds.

Good partnership planning also asks what happens when things fail.

What if your partner stops working but still owns their shares?

What happens if one partner becomes incapable of performing their assigned management role?

What happens if one partner dies, becomes disabled or wants to retire ten years before the other?

And what happens when the partners simply can't agree?

These issues become even more complicated when the business partners are married. As Barnett says, “A marriage certificate is not an operational guide for a business.”

Partners should discuss dispute resolution, departures, buyouts, valuation methods, death, disability and eventual exit while everyone is still friendly.

Those decisions should then be documented properly with legal and accounting professionals. A generic boilerplate shareholders agreement may not reflect the economics or realities of your particular business.

The objective is not to predict every future problem. It is to establish enough clarity that problems can be handled without destroying the company.

Ultimately, buying a business with a partner can work extremely well. But the relationship needs to be designed just as carefully as the acquisition itself.

Before committing your money, test the partner, design the economics, define the work, establish the rules and understand how each person eventually gets out.

Those conversations may feel uncomfortable before the deal.

They will be considerably more uncomfortable after it.

Learn more by signing up to our Business Buyer Advantage: Online Training, including the new bonus module at www.BusinessBuyerAdvantage.com 

When a Business Opportunity Sounds Too Good to Be True

 

Imagine someone tells you about an investment capable of producing a 229% annual return.

Put in $1,000, receive $2,290 every year, and eventually get your original investment back.

Does that immediately sound like an incredible opportunity?

Or does it make you wonder whether something is wrong with the calculation?

When you're evaluating businesses, investments, courses, books, or advice online, that second question may be the more important one.

Anyone Can Be an Expert Online

The internet has dramatically changed how information gets published.

Decades ago, getting a book published or appearing on television usually meant passing through several gatekeepers.

Publishers and broadcasters had money and reputations at risk, so information was reviewed before reaching a large audience.

Today, almost anyone can publish a book, create a YouTube channel, launch a podcast, or advertise themselves as an expert.

That's created incredible access to information.

But it has also placed more responsibility on the audience to determine whether that information makes sense.

Don't Assume a Published Calculation Is Correct

Something appearing in a book, broker package, video, or professional-looking presentation doesn't automatically make it accurate.

Even people with experience can make mistakes.

For example, confusing return on equity with return on investment can produce numbers that make an opportunity appear much more attractive than it really is.

Instead of accepting the calculation because it came from someone who appears knowledgeable, work through the numbers yourself.

Ask whether the result makes economic sense.

Question Extraordinary Returns

If someone promises an unusually high investment return, don't focus only on how much money you could make.

Ask why the opportunity exists.

If someone genuinely discovered a repeatable method for earning extraordinary returns, why are they spending money advertising it to strangers?

Why aren't they simply using the strategy themselves?

That doesn't automatically mean every course, investment strategy, or opportunity is illegitimate.

It means extraordinary claims deserve additional scrutiny.

Understand the Motivation Behind the Message

Whenever someone gives you financial or business advice, consider what they ultimately want you to do.

Are they selling:

• A book?

• A course?

• Consulting?

• Coaching?

• An investment?

• Another high-priced program?

There's nothing inherently wrong with using educational content to market a legitimate product or service.

The important thing is understanding the relationship.

When you know how someone benefits from your attention, you can evaluate their claims with better context.

Authority Isn't the Same as Expertise

Being an author, podcast guest, social media personality, or conference speaker can create credibility.

But those things aren't necessarily proof that someone's advice works.

Even large platforms can feature guests whose claims haven't been thoroughly investigated.

That's why you shouldn't outsource your judgment entirely to the person conducting the interview, publishing the book, or hosting the event.

Listen to the claim.

Then examine whether the mechanics actually work.

Ask How the Strategy Works in the Real World

This becomes especially important when you're learning about buying businesses.

Someone might tell you that you can acquire companies with no money, produce extraordinary returns, or use a financing strategy that sounds almost effortless.

Don't stop at the headline.

Ask practical questions:

How does the financing actually work?

What will the lender require?

Where does the equity come from?

Who provides personal guarantees?

What happens if the business underperforms?

A strategy that sounds fantastic at a high level can look very different once you examine how it would actually be executed.

Slow Down and Think

Good decision-making isn't about automatically rejecting every unusual opportunity.

It's about developing enough skepticism to investigate before acting.

When something sounds unusually profitable, easy, or certain, slow down.

Check the assumptions. Understand the numbers. Consider the source. Look at the person's incentives. And determine whether the strategy still makes sense when applied to the real world.

If you want to learn more about creative private investments, check out my book Invest Local — available on Amazon or as a PDF from DCBBooklist.com.

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Key Takeaways

Don't accept business or investment claims simply because they come from someone who appears credible. Understand the numbers, question extraordinary promises, consider the source's incentives, and make sure the mechanics work before putting your money at risk.

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True Story Buy a Biz $1 sell for $50M! The Poundland reality

 

Can You Really Buy a Business for $1? The Poundland Lesson

Every so often, a business story appears that sounds almost too good to be true: someone buys a company for $1—or, in the case of British retailer Poundland, for £1—and later the business is reportedly worth millions.

Stories like this naturally attract aspiring business buyers. But the headline purchase price rarely tells you what the buyer actually had to invest.

Before getting excited about a “business for a dollar,” answer these five questions:

• Does buying a business for $1 really mean it only costs $1?

• What is the difference between purchase price and total project cost?

• How much working capital will the business require after closing?

• Could a profitable business still be a bad investment?

• Why would a seller ever agree to sell a business for $1?

1. Does Buying a Business for $1 Really Mean It Costs $1?

The Poundland story provides a perfect illustration.

The distressed British discount retail chain was acquired by Gordon Brothers, a specialist turnaround firm, for a nominal price of £1. That makes for an extraordinary headline.

But, as David C. Barnett explains, “The pound that was paid was not the real price of taking control of the business. It was just the nominal price for the shares.”

Poundland was losing money and required a significant restructuring. Gordon Brothers announced financing of up to £80 million to support the business and its working capital, with the facility eventually rising to £95 million.

So yes, the shares changed hands for £1.

But the buyer needed access to tens of millions of pounds to keep the company functioning while attempting to fix it.

The headline wasn't necessarily wrong. It was simply incomplete.

2. What Is the Difference Between Purchase Price and Total Project Cost?

Business buyers often concentrate on negotiating the amount paid to the seller.

That's only one part of the investment.

Barnett describes the more important concept as total project cost: the purchase price plus everything else you must invest to own and successfully operate the company.

Consider a hypothetical distribution company with $2.5 million in annual sales and approximately $150,000 in seller's discretionary earnings.

At 2.2 times SDE, the operating business might be worth around $330,000. Even using a more generous three-times multiple would produce a value of approximately $450,000.

Now imagine the seller agrees to sell it to you for $1.

You haven't necessarily acquired a $330,000 business for $1.

You first need to find out what is actually included.

3. How Much Working Capital Does the Business Need?

Suppose the distribution business normally requires $300,000 in inventory. By closing, however, the seller has reduced inventory to $100,000.

The seller may point out that you're receiving $100,000 worth of inventory for a $1 purchase price.

But the business is actually $200,000 short of the inventory it normally needs to serve customers.

Now imagine the seller also keeps all the accounts receivable because those receivables came from sales generated before closing.

If customers normally take 60 days to pay, a company producing $2.5 million in annual sales could have roughly $411,000 tied up in receivables.

Before considering operating cash, the buyer could therefore be missing more than $600,000 of assets normally required to operate the company.

As Barnett says, “The one dollar purchase price did not make the operating capital requirement disappear at all.”

This creates what he calls the Day Two Problem.

Day one is easy: sign the papers and give the seller $1.

Day two is when you have to run the business.

You need inventory. Employees expect payroll. Suppliers need payment. Rent is due. Customers may not pay you for 30, 60 or even 90 days.

A business acquired for $1 could easily require $700,000 or $800,000 of actual capital before it operates normally.

4. Could a Profitable Business Still Be a Bad Investment?

Absolutely.

The hypothetical company earns $150,000 of SDE and may be worth only $330,000 to $450,000 based on its earnings.

But if $700,000 or $800,000 must remain tied up inside the company simply to operate it, the economics begin to look very different.

Barnett calls this a dead capital business.

“A business can have customers. It can have millions of dollars in sales. It can even be profitable. But that does not automatically make it a good place for your capital.”

The important question isn't simply whether the business earns money.

It is whether the return generated by the business justifies the amount of capital that must remain permanently invested in the operating machine.

A cheap purchase price cannot fix bad underlying economics.

5. Why Would Someone Sell a Business for $1?

Sometimes giving the business away is cheaper than shutting it down.

A struggling owner may face employee severance obligations, remaining lease commitments, liquidation expenses and costs associated with disposing of unsold equipment or inventory.

Transferring the business to someone else may allow the seller to avoid some of those shutdown costs.

That means the buyer needs to ask an uncomfortable but important question:

Am I receiving an extraordinary bargain—or am I solving the seller's problem for them?

There really are businesses available for $1. There are even situations where an owner may effectively pay someone to take a company off their hands.

But there's usually a reason.

The lesson from Poundland isn't that extraordinary turnaround opportunities don't exist. Professional turnaround operators pursue them precisely because they sometimes can create enormous value.

The lesson is that sophisticated buyers look beyond the headline.

Before buying any business—whether the asking price is $1 or $1 million—understand exactly what you're receiving, what liabilities you are assuming, how much working capital the company requires and how much cash you'll need the morning after closing.

Because buying the business is only Day One.

The real test begins on Day Two.

Learn the real challenges of buying a successful small business and the strategies to do it in a risk-controlled way with our online training. Learn more at www.BusinessBuyerAdvantage.com 

How a Staged Buyout Can Help You Buy a Business Over Time

 What happens when you've found a business you want to buy, but you don't have enough money to purchase it all at once?

And what if you also need the seller to remain involved for several years?

A staged buyout may provide another way to structure the transition.

Instead of purchasing 100% of the company on closing day, the buyer gradually increases their ownership while working alongside the seller.

Start With a Small Ownership Stake

Imagine a buyer initially purchases just 5% of the company.

Both the buyer and seller continue working in the business and receive salaries for the jobs they perform.

When the company generates profits and distributes dividends, the buyer's portion of those dividends can be used to purchase additional shares from the seller.

Over time, the buyer gradually increases their ownership.

Rather than one large transaction, the acquisition becomes a planned transition.

Learn From the Seller While They're Still Involved

One major advantage of a staged buyout is the opportunity for the buyer to learn directly from the existing owner.

The seller may have years—or decades—of experience with the company's customers, employees, suppliers, systems, and industry.

Instead of transferring all that knowledge during a short transition period after closing, the buyer can learn while actively participating in the business.

That can create a much more gradual transfer of knowledge and responsibility.

The Seller Can Benefit From Future Growth

A staged buyout can also create an interesting opportunity for the seller.

Rather than establishing one fixed value for the entire business today, the parties can create a buy-sell agreement containing a formula for determining the value of shares over time.

If the company continues growing and becoming more profitable, its value could increase.

That means the seller may receive progressively higher prices as additional shares are purchased.

It Creates a Planned Exit Strategy

Many business owners don't know exactly who will eventually buy their company.

A staged buyout can change that.

The seller already knows who the future owner is and can gradually prepare that person to take control.

If retirement is several years away, the transition can continue according to schedule.

If an unexpected personal situation accelerates the seller's need to leave, the parties may already have a structure in place for completing the transition sooner.

What Happens When the Buyer Reaches 49%?

In a traditional staged buyout, the buyer may gradually acquire shares until reaching approximately 49% ownership.

At that point, the remaining shares can be purchased in a larger transaction.

The buyer may need bank financing to complete that final step.

But there's an important difference compared with financing the entire acquisition on day one.

By then, the buyer may have spent years working inside the company, participating in management, and demonstrating that they can operate the business successfully.

If the company has also remained profitable enough to distribute dividends, the buyer now has an established track record.

That can create a very different conversation with a lender.

Not Every Business Is Suitable for a Staged Buyout

This strategy requires the right type of company.

There needs to be enough organizational structure for both the buyer and seller to have clearly defined responsibilities without constantly interfering with each other.

The business also needs consistent profitability.

If dividends are being used to help the buyer acquire additional shares, the company must actually generate enough profit to make those distributions possible.

That makes staged buyouts better suited to established, well-run businesses with clear roles, reliable systems, and sustainable earnings.

Plan the Transition Before You Need It

A staged buyout isn't simply a financing technique.

It can also be a long-term succession strategy.

The buyer gets time to learn the company and gradually build ownership. The seller gets time to transfer knowledge, receive payment over multiple years, and prepare for an eventual exit.

When properly planned, ownership and responsibility can move together instead of changing overnight.

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Key Takeaways

A staged buyout allows a buyer to acquire a business gradually while learning from the seller and building a track record inside the company. For the seller, it can create a planned succession strategy while allowing them to participate in the company's value during the transition.

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PREMIERE- PG Insurance with Brendan Burdette and Ryan Conner

 

Can You Insure an SBA Personal Guarantee When Buying a Business? 

New guest – Brendan Burdette and Ryan Conner

Could insurance protect your personal assets when an SBA-backed business acquisition fails?

I’m joined by Brendan Burdette and Ryan Conner, founders of Braddock Road Insurance Corporation, to explain personal guarantee insurance for business buyers.

Tune in as we discuss how SBA personal guarantees work, when coverage may respond, how policies are underwritten, and what happens when a lender calls the guarantee after a business failure.

We also examine premiums, renewals, collateral, bankruptcy misconceptions, lender communication, moral hazard, and whether this new product could encourage more qualified entrepreneurs to buy businesses.

This is a must-see event for acquisition entrepreneurs, searchers, lenders, brokers, and anyone considering an SBA-financed acquisition.

Set a reminder on YouTube:  https://youtu.be/3lvrJLPgXnc 

It will be going live Thursday September 17, 2026 at 2:30 PM Atlantic Time and 1:30 PM Eastern Time

See you there!

David C Barnett

PST/GST/HST: What You Need to Know When Buying a Business in Canada

 

**New Video Alert!

In this video, I explain how GST, HST, PST and QST can affect a Canadian business acquisition structured as an asset purchase. We look at the GST44 election, the "all or substantially all" test, GST/HST registration, purchase-price allocation, and why provincial sales taxes can still apply even when a GST44 election is available.

I also explain why buyers in British Columbia, Saskatchewan, Manitoba and Quebec may face additional considerations, and why equipment, inventory, goodwill, vehicles, real estate and post-closing services may receive different tax treatment.

Cheers

See you over on YouTube: https://youtu.be/41LcwPSLwXM 

David C Barnett

A great interview with the host GG The Franchise Guide Giuseppe Grammatico

 

Business valuation, deal-making frameworks & exit strategies — franchise consultant Giuseppe Grammatico welcomes back ALL-TIME record holder David Barnett for his 9th appearance on The Franchise Freedom Podcast to discuss his powerful new book, Business and Asset Values: How Owners, Buyers, Sellers, Lenders and Advisors Should Think About Small Business & Equipment Value. This is a masterclass in understanding what your business is REALLY worth — whether you're a buyer evaluating acquisitions, a seller planning your exit, or an aspiring franchise owner weighing your options.