#business-acquisition
Due diligence and accounting for business acquisitions
IRS rules let dead-deal fees become an ordinary Section 165 loss in the year you abandon — if you split investigatory from facilitative costs and prove the end.
General Mills' Q1 FY2027 operating profit fell 63%, but $1.05B was last year's yogurt-sale gain; adjusted profit fell 11% as North America Retail sales slid 7%.
Yes — with lender approval. Pay off your SBA loan from sale proceeds, negotiate a short sale, or transfer it via buyer assumption.
A bare-number working capital peg lets the buyer restate your closing sheet under GAAP and bill you the gap — demand symmetric methods in the agreement.
SBA SOP 50 10 8.1 raises acquisition DSCR to 1.25x on historical cash flow, mandates QoE at $3M+, and caps minority equity—effective October 1, 2026.
South Dakota HB 1180 voids ownership-transfer non-competes past three years from July 1, 2026 — rewrite duration, scope and geography before closing.
A UCC lien search shows which lenders hold security interests in a seller's assets. Search the state of organization, then run a bring-down before closing.
The Beneish M-Score combines eight financial-statement ratios into one score that flags likely earnings manipulators above −1.78; here is what each variable catches and how to use it in lending and acquisition due diligence.
An asset purchase does not automatically leave the seller's unpaid state taxes behind. State bulk sale statutes make the buyer liable unless notice is filed before payment or possession — New York requires Form AU-196.10 by registered mail 10 days ahead, California requires a CDTFA clearance certificate rather than escrow alone, and Illinois and Pennsylvania extend successor liability to income taxes. Here are the clearance rules, the non-tax liabilities that ride along, and a seven-step checklist to run before closing.
Global Payments closed its $24.25 billion Worldpay acquisition in January 2026, and processor mergers routinely bring migration fees, contract reassignments, and quiet rate creep. Learn how to compute your effective rate (total fees ÷ card volume), the seven statement lines where costs hide, and a 15-minute quarterly audit that flags overpaying above 3%.
In April 2025 the SBA 7(a) small loan cap fell from $500,000 to $350,000, the SBSS minimum rose to 165, guaranty fees returned, and MCA debt can no longer be refinanced with SBA proceeds — seven hard-filter changes that decide approval before a human reads your file.
Under IRC Section 197, a liquor license is an intangible you must capitalize and amortize straight-line over 180 months starting the later of acquisition or opening month — no bonus depreciation, no shorter life, no half-month convention. Routine annual renewal fees paid to the state to maintain a license you already hold are generally deductible in the year paid. This guide covers what belongs in basis, the journal entries, Form 8594 allocation when you buy a bar, and five bookkeeping mistakes that misstate hospitality books.
