Maybe your partner is ready to retire, but you want to keep running the business. Or, perhaps you have different views about how to run the business and have decided to part ways. Whatever the reason, buying out your partner’s ownership of the business might be the best step forward.
Partner buyouts can be expensive. And, depending on how your business is doing, you may not have enough cash on hand to pay for it out of pocket. The good news is that there are a variety of small business loans you can use to cover these costs.
Business partner buyout loans work a little differently than other kinds of business loans. Below, we walk you through the process of financing a buyout and offer tips for making the separation process as seamless as possible.
What Is a Buyout?
A buyout is a way to end a business partnership that involves one business partner buying another partner’s ownership interest in the business.
If there are only two partners in the business and you buy out your partner’s equity (whether it’s 50 percent or a different percentage), you would then own 100% of the business. If that’s the case, the buyout would also mean that the business is no longer a partnership and you would need to change the legal status of the company.
4 Steps to Setting Up a Buyout
If you’re interested in buying out your partner from partial ownership of the business, consider the following steps to help make the process as seamless as possible.
1. Review Operating Agreements
Your partnership agreement (or articles of incorporation) may have been written to include a buy-sell agreement that outlines how buyouts are to be handled.
Buy-sell agreements typically outline how ownership of the company is to be handled if one partner leaves, as well as how the value of a partner’s shares should be assessed. Before you begin the buyout process, it can be a good idea to review your partnership agreement to determine whether any buy-sell agreements factor into your buyout process.
2. Create a Buyout Agreement
If you don’t have a buy-sell agreement, you’ll need to create one. This should include the transfer of ownership, the purchase price of the buyout, the terms and conditions, and any restrictions that may come up in the future.
It can also be a good idea to consult with a lawyer with expertise in mergers and acquisitions. They can help structure the buyout deal so that it’s mutually beneficial for both partners, as well as help you set up a financing agreement, non-compete agreement, and a partnership release agreement.
3. Determine Fair Value
The next step is to determine the value of your business. For this, you may want to bring in an outside consultant that you both agree on. A professional valuation considers factors such as your company’s income, the market value of similar companies, and the fair market value of your company’s assets after liabilities are factored in.
4. Find Financing
Once you’ve come to an agreement, you’ll need to secure financing. Options include using your own cash to buy out your partner, using a small business loan, or coming to an agreement on your own with your former business partner, such as making monthly payments to them. The last option can save you money on interest, but may not be something your partner is willing to agree on.
Financing a Buyout
Once you and your business partner have agreed to part ways and you know the value of your business, you’ll need to find the funds to cover your partner’s share of the business. Whether you choose to pay a lump sum or buy your partner out over time, you may need to explore partner buyout financing to get the capital you need for the transaction.
While some banks offer traditional term loans to pay for the cost of a business buyout, these can be hard to come by. Businesses often take a financial hit after a buyout, and many traditional banks don’t want to take on that risk. Fortunately, there are some other options for financing a buyout.
Recommended: A Guide to Silent Partner Agreements
SBA Loans
If your business has a solid operating history, has increased profits in the last six months, and you have excellent personal credit, a loan backed by the U.S. Small Business Administration (SBA) can be a good way to finance a buyout. Because these loans are partly guaranteed by the government, it offsets some of the risk for the lender and makes you a more attractive borrower.
SBA loans come with low interest rates and long repayment terms. However, in addition to solid financials, you’ll likely need to present a strong application that includes a plan for how you’ll run the business effectively on your own.
Pros of SBA Loans
• SBA lenders may be more likely to finance a partnership buyout than banks.
• These are among the most affordable small business loans, offering long repayment periods and low interest rates.
Cons of SBA Loans
• If you don’t have great credit or haven’t been in business for at least two years, you may not qualify for an SBA loan for a buyout.
• Applying for an SBA loan is a lengthy process, and it can take many months before you receive the funding.
Alternative Business Loans
If you don’t qualify for an SBA loan or want to move quickly on a buyout, you might consider applying for a small business loan through an online or alternative lender.
Alternative lenders tend to look at a broad range of criteria to approve a buyout loan, which means they can be easier to qualify for than loans from banks or SBA lenders. The approval process also tends to move much more quickly. However, these loans typically cost more than SBA and bank loans.
Pros of Alternative Business Loans
• Even if you don’t qualify for a bank or SBA loan, you may be able to get buyout financing from an alternative lender.
• The application and approval process is typically quick — you may be able to get buyout financing within a few days or weeks.
Cons of Alternative Business Loans
• Alternative lenders typically charge higher interest rates and fees than banks or SBA lenders.
• Typically, loan amounts are smaller, and repayment terms are shorter than they are with bank and SBA loans.
Recommended: Typical Small Business Loan Fees
Pros and Cons of Partner Buyouts
If you’re researching how to buy out a business partner, you’ve likely already made your decision. Still, there are some benefits and drawbacks to partner buyouts you should be aware of before you move forward.
Pros of Buying Out a Business Partner
• It ends the partnership quickly. If your partnership is no longer working, a quick exit can be ideal. Buying your partner out allows you to get back to focusing on your business and gives you full control over how to move the company forward.
• It allows you to keep the business going. If you buy out your partner, rather than dissolve the business, you can keep your business running and won’t have to start all over again from scratch.
Cons of Buying Out a Business Partner
• It can be costly. Buyouts can be expensive, and you will likely also need to take out financing, which means paying interest and fees.
• It could have a negative impact on the business. If your business partner provides value to your business through expertise or connections, buying out your partner means giving up those assets.
Alternatives to Partner Buyouts
If you want to separate from your partner but don’t want to get a buyout loan, there are some other alternatives to a full, upfront buyout that you may want to consider.
• Buy your partner out over time. If your partner is open to it, you could agree to a payment plan over time. Each month, you would pay your partner part of the buyout over an agreed-upon period.
• Change the weighting of the partnership. If you want to continue with the current business, but your partner has lost interest, you might consider changing the weighting in the partnership agreement. This would allow you to retain primary control of the company’s decisions and finances without the upfront cost of buying out your partner completely.
• Find a different partner (or partners). If your current partnership no longer works but you like having a partner, you might look into finding another partner who can buy out your current partner’s equity. Or, you could use equity financing to buy out your partner, which involves selling their ownership shares to multiple investors.
• Dissolve the partnership. This would allow you to go your separate ways without any one person needing to buy out the other person.
The Takeaway
The best way to finance a buyout will depend on where your business is right now and what you envision for the future. If you’re breaking ties with your partner because you want full ownership, then getting a buyout loan may be a good option.
Before deciding on a type of financing, you’ll want to compare business loans to see which works best for your business.
If your company is well-established, you might want to pursue a low-cost SBA loan to buy out your partner. If your business is on the newer side — or you’re looking to make the break sooner than later — alternative business loans might be the way to go.
If you’re seeking financing for your business, SoFi is here to support you. On SoFi’s marketplace, you can shop and compare financing options for your business in minutes.
FAQ
Can you buy out a business partner?
Yes, you can buy out a business partner in order to be the sole owner of the business. To do this, you can buy them out with cash on hand or secure a small business loan.
Can you get a loan to buy out a business partner?
Yes, you can use a business loan to buy out a business partner. Types of business loans include short-term loans, long-term loans, and SBA 7(a) loans, which are backed by the Small Business Administration. These loans typically come with better rates than other types of small business financing.
Does a partner have to agree to be bought out?
If you have a buy-sell agreement in place and the terms were violated, you can force your partner to be bought out. However, if no agreement was in place, you’d have to come to terms with your business partner in order to fully take over the business.
How do you negotiate a business partner buyout?
To negotiate a business partner buyout, you’ll need to review your buy-sell agreement, assuming you created one when you formed your business. This agreement will detail how to handle buying out your business partner. You can also turn to a business attorney or accountant to reach an agreement. Clear, concise communication must be used between both you and your business partner.
Is buying out a partner a business expense?
Yes, typically buying out a partner is tax deductible for the business owner. The funds received by the former business owner (the person being bought out) are classified as income and will be taxed accordingly.
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