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#buying-a-business

Buying A Business

Financial considerations when purchasing a business

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Bulk Sale Notices and Successor Liability: How Asset Buyers Inherit the Seller's Tax Debts

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.

mike

business-acquisitionbuying-a-businesssales-tax

California Is About to Regulate Franchise Brokers: What SB 919 Means Before You Sign

Starting July 1, 2027, California's SB 919 requires franchise brokers to register annually with the DFPI, deliver a standardized disclosure document — including how they are paid — before pitching any franchise, and keep five years of auditable records. Here is what the law changes, why broker commissions of 40–50% of the franchise fee matter to buyers, and how to vet a broker before the rules take effect.

mike

franchise-bookkeepingcaliforniaregulatory

The Silver Tsunami Is Here: How to Buy or Sell a Business in the $5 Trillion Great Ownership Transfer

About 6 million U.S. small and mid-sized businesses will change hands by 2035 as baby boomer owners retire, and McKinsey estimates more than 1 million of those are sellable, representing up to $5 trillion in enterprise value — yet only about 35% of owners have a succession plan. This guide covers the three-year seller timeline, how valuation multiples of 2x to 4x SDE are earned, SBA 7(a) and seller-financing structures for buyers, due diligence, and the bookkeeping habits that separate a sellable business from one that quietly closes.

mike

succession-planningbusiness-exitbusiness-valuation

How Small Businesses Are Actually Priced in 2026: SDE Multiples, Explained Before You List or Buy

Main street businesses are priced as Seller's Discretionary Earnings times a multiple — an all-sector average of 2.57x, ranging from 1.39x for dollar stores to 4.99x for car washes. Here is how SDE is calculated, which add-backs survive buyer diligence, why the multiple ladder moves, and how 2026 SBA lending rules reshape deal structure.

mike

business-valuationbuying-a-businessbusiness-exit

A $7 Million Seller Note Just Sent a 59-Unit Franchisee Into Chapter 11: What Every Franchise Buyer Should Learn From It

A Phoenix operator that bought 93 fast-food restaurants in 2023 filed Chapter 11 in July 2026, disputing a $7.04 million seller note over allegedly undisclosed liabilities. The case shows why setoff clauses, escrow holdbacks, facilities diligence, and seller solvency checks matter in any seller-financed business purchase.

mike

business-acquisitionbuying-a-businessfinancing

Letter of Intent for a Small Business Sale: What's Binding, What's Negotiable, and What Kills Deals

Most letters of intent are labeled non-binding, but exclusivity, confidentiality, and break-up-fee clauses inside them are typically enforceable. This guide covers LOI terms in sub-$10M business sales — asset vs. stock structure, 30–90 day exclusivity windows, working capital true-ups, price allocation, and the mistakes that cost sellers deals.

mike

business-acquisitionbuying-a-businessmergers-and-acquisitions
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