Question

What Professions Should You Consult to Help You Buy Out a Partner?

Answer
By Paul Wormley | Last updated: November 8, 2021


This is a really important question because for most small business owners the business is their primary asset. So it's incredibly important financially and otherwise to get it right. I think a big part of that is: who is on your team and building a team of trusted advisors. It is critical to having a successful outcome when considering how to buy a partner.

Transaction Attorney

The first would be a transaction attorney. When I talk to business owners I say “Go find someone that specializes in M&A; somebody that understands partnership buy sells, etc”. There's a fair amount of paperwork that needs to be done in a transaction like this, and so finding a really good transaction attorney, somebody who's done it multiple times, they kind of know what corners to look around. They've been there and done that. I think that would be number one.

Accounting and Tax Advice

Number two I would say, and this is an order of priority, would be accounting and tax advice. Often that person is sort of one and the same. Most business owners deal with an accountant and a tax advisor on a pretty regular basis. But you need to get those folks in, particularly if you have to get a valuation of the business in order to support the valuation firm's work, and then make sure that the transaction is being done in a tax-efficient manner for all parties. If you've got two partners there's a third partner at the table, and that's the taxing authorities, and so you want to structure that transaction in a way that's beneficial to both the remaining partner and the exiting partner.

Evaluation Firm

The third would be an evaluation firm. If you don't have a buy-sell agreement in place that already defines the valuation methodology for buying out a partner, you're going to have to put a value on the business in order to determine what the exiting partner is going to receive. To the extent that the buy-sell agreement doesn't define that, then you need to find a valuation firm to help you put a value on the business.

Real Estate Agent

The fourth might be a real estate agent. Real estate can also be a nice store of value to help finance a transaction and so finding a competent real estate agent, a commercial agent, to help in that process can be an important member of the team.

Financial Advisory Firm

The last would be, and this is really more applicable to more complex larger businesses, a financial advisory firm like an investment bank. That can be really invaluable to providing you inputs or insights into how to structure a transaction, things to think about, and experiences that they've had in the past. Those folks can be expensive but in my experience, the good ones are in their fees. Again, the first priority would be a great transaction attorney, then accounting and tax valuation, real estate agent, and then consider whether a financial advisory firm or an investment bank is somebody that needs to be on the team.

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Deciding to Sell Sale Process Entrepreneur Due Diligence Pre Sale Preparation Exit Planning Types of Consideration Legal Exit Strategy Expert How I Sold My Business

Written by Paul Wormley | General Partner, Hadley Capital

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