#buying-a-business
Financial considerations when purchasing a business
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.
Software acquired as part of buying a business amortizes over 15 years under IRC Section 197 — not the 36 months standalone software gets. How to allocate a micro-SaaS purchase price across the seven IRS asset classes, agree on Form 8594 with your seller, and record it in a plain-text ledger.
Search funds have returned a 33.9% aggregate IRR and 4.75x invested capital across 862 funds since 1984, per Stanford's 2026 study. Here's how entrepreneurship through acquisition works — traditional and self-funded search structures, SBA 7(a) financing, typical deal metrics, and why quality of earnings diligence decides the outcome.
More than half of U.S. small-business owners are now over 55, but only 15-20% have gotten a professional valuation and just 25-30% have a written succession plan — here's the financial cleanup exit-planning advisors recommend starting two years out.
Section 197 requires buyers in a taxable asset acquisition to amortize acquired intangibles — goodwill, customer lists, workforce in place, covenants not to compete — straight-line over 180 months. This guide walks through Form 8594 purchase price allocation, the anti-churning rules for related-party deals, the no-loss rule on dispositions, and Form 4562 reporting across the full 15-year cycle.
A practitioner's guide to representations and warranties insurance (RWI) for middle-market M&A in 2026 — how buy-side and sell-side policies work, premiums around 2.5–3% of limit with retentions near 0.5%, the top breach categories driving claims, and when traditional escrow still wins.
Learn the essential steps and strategic considerations for acquiring an existing business, from initial search to final closing, while understanding the advantages over starting a new venture.
