How to buy a business with no money: whose money it is instead

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Nobody buys a business with nothing. What the phrase means in practice is buying without the buyer's own cash, which is a different problem: somebody else supplies the money and takes a return or a risk for doing so, and every structure that gets described this way is a decision about who that somebody is. Usually it is the seller, a lender, or the buyer's own retirement account. Each carries a cost, and the cost is rarely in the headline price. This page sets out what the routes are and what each one asks of you.

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How to buy an existing business with no money, and what that really means

It means the purchase price is met from the business itself, from the seller's patience, or from a lender who is satisfied by the business rather than by the buyer's balance sheet. The common shapes are seller financing, where part of the price is paid over years out of trading; an acquisition loan secured on the assets and the cash flow; an earn out, where a share of the price depends on what the business does after completion; and combinations of the three. What nobody sensible does is buy a business whose earnings cannot service whatever is owed.

Seller financing, which is how most of these deals are actually done

The seller takes part of the price as a note repaid from the business over a period of years, often with interest and often subordinated to a bank. It exists because it solves a problem for both sides: the buyer needs less cash and the seller gets a price they would not get for cash today, plus a reason for the buyer to be told the truth about the business. The terms to read are the interest rate, the security, what happens on default and whether the seller can take the business back.

How to buy a business with no money down, and who is actually lending

Acquisition lending in the United States most often runs through the government-guaranteed loan programs, whose rules are in 13 CFR Part 120: those rules govern what may be financed, what the lender must do and what equity the borrower is expected to contribute, and they are worth reading before believing any promise of a hundred per cent loan. A lender is assessing whether the business services the debt after the buyer is paid a living, which is the same arithmetic a valuation uses, run from the other end.

401k to buy business, and why the IRS has a project about it

A rollover as business start-up uses retirement savings to fund a company that then buys the business, without the tax and penalty of a withdrawal. It is a real structure and it is not a loophole: the IRS runs a compliance project on these arrangements precisely because the requirements around the new company's plan, its stock and its ongoing operation are easy to get wrong and expensive to get wrong. The risk being taken is also worth stating plainly, which is that the retirement savings are now in one small business.

A due diligence checklist for buying a business, and the two items that stop deals

The ordinary list is financial, legal, commercial and operational, and it runs to dozens of items. The two that most often stop a transaction are the ones a buyer cannot fix afterwards: whether the revenue survives the seller leaving, and whether anything the business depends on fails to transfer, which usually means a lease, a license or a key contract with a change of control clause. Read those two first, because everything else is a price adjustment and those two are a decision.

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How to buy a business with no money: common questions

Is buying a business with no money realistic?

It is realistic without the buyer's own cash and unrealistic without anybody's. The deals that work are the ones where the business genuinely produces enough to pay the seller, the lender and the buyer, and the ones that fail are the ones where that arithmetic was never done honestly. Ask what the earnings are after the buyer takes a market salary, then see what is left to service the price.

What belongs on a buying an existing business checklist?

Three years of accounts and tax returns, revenue by customer, the lease, every contract with a change of control clause, the employee list with terms, licenses and who holds them, the equipment with its age, and a written account of what the owner personally does. That last item is not a document you will be handed; it is one you have to construct from the answers.

Is buying a small business different from buying a large one?

The process is the same shape and the risks concentrate differently. In a small business more of the value sits in one or two relationships and in the owner personally, the records are usually thinner, and the transition matters more than the price. Diligence that is proportionate to the deal means less paperwork and more time on the two questions above.

What does buying a business cost beyond the price?

Working capital from day one, which is the item most often underestimated. Then professional fees, the cost of anything the seller was doing free, any deferred maintenance on the equipment, and the earnings lost during the transition. A buyer who budgets the price and nothing else is usually short within the first quarter.

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