#business-acquisition
Due diligence and accounting for business acquisitions
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.
More than half of small business sales that reach a signed letter of intent still fail to close, often because the seller's books can't survive a buyer's Quality of Earnings review — a 24-month, four-phase bookkeeping cleanup is how owners get financials buyer-ready before going to market.
Business brokers and M&A advisors charge Double Lehman commissions of 10% down to 2% by tier, but minimum fee floors, non-creditable retainers, expense reimbursement, and tail clauses routinely add 5-20% on top of the quoted success-fee percentage.
Six million U.S. businesses are expected to change hands by 2035, yet over 58% of owners have no succession plan. The National Worker Cooperative Development and Support Act, reintroduced in December 2025, would create an SBA pilot guaranteeing $60 million in loans over ten years for worker cooperative conversions — solving the 20%-owner personal guarantee problem that blocks most co-op financing. Here's how the pilot, Section 1042 capital gains deferral, and clean bookkeeping fit into an employee-ownership exit.
In Q1 2026 the median small business sold for 2.7x cash flow, but multiples range from the low end for restaurants to 6–10x EBITDA for SaaS and up to 8x for express car washes. How SDE vs. EBITDA, industry, owner dependence, and clean financial records determine what your business sells for.
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.
On July 13, 2026, the FTC and DOJ obtained a record $12 million civil penalty from Edwards Lifesciences and Genesis MedTech for structuring a $115 million acquisition with a $25 million non-voting side investment to stay under the Hart-Scott-Rodino filing threshold. This guide explains the 2026 HSR thresholds — $133.9 million size-of-transaction and the size-of-person test — and why roll-ups, PE-backed platforms, and deals structured to "just miss" the line carry real filing risk.
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.
