How to structure a deal to buy a business

How to Structure a Deal to Buy a Business

Are you considering buying a business but don’t know where to start? It can be a daunting process, but with the right knowledge and guidance, it can also be a lucrative investment. In this comprehensive guide, we’ll cover everything you need to know about how to structure a deal to buy a business.

Understanding the Different Types of Business Structures

Before you start looking for a business to buy, it’s important to understand the different types of business structures. Each structure has its own advantages and disadvantages, so it’s essential to choose the one that suits your needs.

Sole Proprietorship

A sole proprietorship is the simplest form of business structure. The owner is responsible for all aspects of the business and has unlimited liability. This means that if the business fails, the owner’s personal assets can be seized to pay off the debts.


A partnership is a business structure in which two or more people own the business. Each partner shares the profits and losses of the business and is liable for the debts.

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Limited Liability Company (LLC)

An LLC is a hybrid business structure that combines the liability protection of a corporation with the tax benefits of a partnership. The owners, known as members, are not personally liable for the debts of the business.


A corporation is a separate legal entity from its owners. It can issue stocks, and the owners, known as shareholders, are not personally liable for the debts of the business.

Finding the Right Business to Buy

Once you’ve decided on the business structure that suits your needs, it’s time to start looking for the right business to buy. Here are some steps to follow:

Define Your Criteria

Before you start looking for a business, you need to define your criteria. What industry are you interested in? What size of business are you looking for? What is your budget? Defining your criteria will help you narrow down your search and save time.

Conduct a Market Analysis

Once you’ve defined your criteria, you need to conduct a market analysis. This involves researching the industry, the competition, and the potential for growth. You should also consider the location and demographics of the business.

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Use a Business Broker

Using a business broker can save you time and effort. A business broker can help you find businesses that match your criteria and assist you with the purchasing process.

At HedgeStone Business Advisors, our trusted experts can help you find the perfect business to acquire. With our wealth of experience in representing buyers and facilitating over $4 billion in business mergers and acquisitions, we have the knowledge and expertise to help you find a business that meets your needs. Contact us today for a free consultation.

Conducting Due Diligence

Once you’ve found a business that you’re interested in, you need to conduct due diligence. Due diligence is the process of investigating the business to ensure that it is a sound investment.

Financial Due Diligence

Financial due diligence involves reviewing the financial records of the business. You should review the balance sheet, income statement, cash flow statement, and tax returns. You should also consider the accounts receivable and accounts payable.

Legal Due Diligence

Legal due diligence involves reviewing the legal documents of the business, such as contracts, leases, and licenses. You should also review any pending lawsuits or legal disputes.

Operational Due Diligence

Operational due diligence involves reviewing the operations of the business. You should review the production process, marketing strategy, and sales process. You should also consider the management structure and employee retention.

At HedgeStone, our dedicated professionals can assist you with every aspect of due diligence. We understand the challenges of conducting due diligence and can help you identify potential issues before they become a problem. Our comprehensive approach at HedgeStone includes a thorough review of the financial, legal, and operational aspects of the business. Our goal is to ensure that you have all the information you need to make an informed decision.

Negotiating the Deal

Once you’ve completed due diligence and have decided that the business is a sound investment, it’s time to negotiate the deal. Here are some steps to follow:

Make an Offer

The first step in negotiating the deal is to make an offer. Your offer should take into account the value of the business, the potential for growth, and any risks associated with the business.

Negotiate the Purchase Price

Once you’ve made an offer, it’s time to negotiate the purchase price. The purchase price should be based on the value of the business and should take into account any liabilities or risks associated with the business.

Negotiate the Terms

The terms of the deal should be negotiated next. This includes the payment terms, the timeline for the purchase, and any contingencies.

Draft the Purchase Agreement

Once the terms have been negotiated, it’s time to draft the purchase agreement. The purchase agreement should include all the details of the deal, including the purchase price, payment terms, and contingencies.

At HedgeStone, our experienced team can assist you with negotiating the deal. We have a successful track record of negotiating the best deal for our clients and can help you navigate the complex process of purchasing a business.

Financing the Purchase

Once the deal has been negotiated and the purchase agreement has been drafted, it’s time to finance the purchase. Here are some options:

SBA Loans

The Small Business Administration (SBA) offers loans to help small businesses finance the purchase of a business. These loans are backed by the government and offer favorable terms.

Seller Financing

Seller financing is when the seller of the business provides financing for the purchase. This can be a good option if the buyer doesn’t qualify for traditional financing.

Traditional Financing

Traditional financing is when the buyer obtains a loan from a bank or other financial institution. This can be a good option if the buyer has a good credit score and a solid financial history.

At HedgeStone, we can help you explore financing options and determine the best option for your needs. Our goal is to help you structure a deal that provides the most value for your investment.

Closing the Deal

Once the financing has been secured, it’s time to close the deal. Here are some steps to follow:

Transfer Ownership

The first step in closing the deal is to transfer ownership of the business. This involves transferring the assets and liabilities of the business to the new owner.

Pay the Purchase Price

The buyer must pay the purchase price as outlined in the purchase agreement. This may involve making a down payment and making payments over time.

Update Legal Documents

Legal documents, such as contracts and licenses, must be updated to reflect the new ownership of the business.

Notify Employees and Customers

The buyer must notify employees and customers of the change in ownership. This can be done through a letter or announcement.

At HedgeStone, we can assist you with closing the deal and ensuring a smooth transition of ownership. Our mission at HedgeStone is to help you achieve your goals and provide exceptional service every step of the way.


Buying a business can be a lucrative investment, but it requires careful planning and execution. By following the steps outlined in this comprehensive guide, you can structure a deal to buy a business that provides the most value for your investment. At HedgeStone Business Advisors, our trusted experts can assist you with every aspect of the purchasing process, from finding the right business to negotiating the best deal. Contact us today for a free consultation and let us help you achieve your business ownership goals.

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