You Don’t Have to Buy the Whole Business

By Luigi Rosabianca · Credit Banc

Buying a business tends to start with an all-or-nothing assumption: the seller leaves, the buyer takes over, and 100% of the company changes hands.

Sometimes that assumption is what gets in the way.

We’re working with a CPA who wants to buy an accounting practice in California. He has experience at a major accounting firm and plans to grow a business of his own.

The asking price was $1.35 million.

The problem was his available cash. Once he looked at the equity contribution and reserves expected for this transaction, the full acquisition was more than he could comfortably handle.

An accountant getting surprised by the numbers. It happens.

But before we gave up on the deal, I wanted to know more about the seller.

What did she actually want?

The owner had recently had a baby. She wanted more time at home, but she wasn’t ready to retire. She had built a practice and still wanted a stake in its future.

The buyer and seller also had a good relationship. They had spent time together outside the deal and developed some trust.

So I suggested a different conversation: Would she consider selling part of the practice and keeping the rest?

She was open to it.

The proposed deal became an 80% purchase for $1.08 million. She would retain 20%, help transition the clients, and stay involved without working in the business full time.

He would take on the larger operating role and pursue the growth he had in mind.

The proposed deal · Purchase price

A smaller stake. A smaller purchase.

Original · 100% purchase $1,350,000

Proposed · 80% purchase $1,080,000

$270,000 lower purchase amount. The buyer would acquire less ownership at the same implied total business value. This is not a price discount or a measure of cash saved at closing.

That reduced the purchase amount by $270,000. It also gave both people something they wanted: a path toward ownership for him and room to step back for her.

The transaction is still in underwriting. There are terms to finalize and work to do before closing. But changing the structure gave us a path to pursue where the original plan had stalled.

Proposed ownership

One practice. Two different goals.

80% 20%

Buyer · 80% Lead daily operations and pursue growth.

Seller · 20% Retain a stake and help transition clients.

Proposed structure from the funding huddle. Financing and final agreement terms are pending.

A partial purchase comes with a partner

Buying less than 100% means you’ll have another owner after the closing papers are signed.

That deserves as much attention as the price.

Who runs the business day to day?
Which decisions need both owners’ approval?
What financial reports will they share?
How will distributions work?
What happens if one person wants out?

In this case, they still need to work through their operating agreement, including the seller’s role in the client handoff and ongoing oversight.

Getting along over dinner is a good start. You still need to agree on what happens Monday morning.

Ask a better question before walking away

If you’re looking at an acquisition, ask what the seller wants after the sale.

Some want a clean exit. Others want fewer hours, less responsibility, or time for their family while keeping an interest in what they built.

Then be honest about your own position: the cash you have, the reserves you need, and whether you’re willing to share ownership.

A partial buy-in won’t fit every deal. The people, the financing, and the operating plan all have to work together.

But before you decide a business is out of reach, make sure you haven’t assumed you need to buy every last piece of it.