Who should be on your deal team, and when do you hire them?

Who is on the team, and what does each person do?

• Lender. Usually a bank that does SBA 7(a) acquisition loans. Tells you what it will finance, orders the independent valuation, and sets the conditions you must meet before closing.
• Lawyer. Reviews or drafts the letter of intent, negotiates the purchase agreement, handles entity formation, leases and assignment of contracts, and runs closing. Hire someone who does business acquisitions, not a general practitioner.
• CPA. Reads the seller's returns and financials, tests add-backs, advises on asset vs stock purchase and purchase price allocation (IRS Form 8594), and sets up your books after closing.
• QoE provider. An accounting firm that tests whether reported earnings are real and repeatable. Under SBA SOP 50 10 8.1, the lender must commission an independent QoE for Initial Acquisitions and Business Expansions with a business purchase price of $3 million or more, excluding owner-occupied real estate.
• Insurance broker. Prices coverage for the business you are buying, so you know the real cost before closing.
• Buy-side broker or adviser (optional). Finds deals or helps you evaluate and negotiate them. Remember that the seller's broker works for the seller.

Specialists join when the deal needs them: an environmental consultant when real estate is involved, a licensing lawyer for regulated industries, an equipment inspector for asset-heavy businesses.

When do you hire each one?

Hire in the order the work arrives. Once a letter of intent is signed, the clock runs: exclusivity is typically 30 to 90 days, due diligence 30 to 60 days, and an SBA deal typically takes 60 to 120 days from letter of intent to close.

1. Before you search: talk to two or three SBA lenders to learn what they will finance for someone with your background and cash. Pick a CPA. Brokers take buyers more seriously when you can name your lender.
2. When you have a target: engage your lawyer before you sign the letter of intent. The non-binding terms in a letter of intent still shape the deal.
3. Right after signing: start the QoE if required or wanted, get insurance quotes, and give the lender what it needs for underwriting and the valuation.
4. Before closing: your CPA sets up accounting, payroll and tax registrations for the new owner.

Hiring late is the expensive mistake. A lawyer hired after you sign may find terms you cannot undo. A QoE started late can push you past your exclusivity period.

What does the team cost, and who pays?

• Legal: $10,000 to $80,000, median $28,500, in a survey of deals with a median size around $4 million.
• QoE: median $40,000 in the same survey, with "QoE-lite" reviews under $10,000. Proposals for SBA deals have ranged from $7,500 to over $30,000.
• Total deal costs: about 2% of price in that survey.
• Seller's broker: the seller pays, typically 10% to 12% on Main Street deals under $1 million, often with a $10,000 to $15,000 minimum.
• Buy-side broker: you pay, through a flat fee or a success fee of 2% to 5%.

Fees and closing costs are part of total project cost under SBA rules, so the 10% minimum equity injection applies to them too.

Worked example: budgeting the team on a $4 million deal

Illustrative numbers, using the survey figures:

1. Purchase price: $4,000,000. Working capital: $200,000.
2. Deal costs at about 2% of price: $80,000. Of that, legal at the median is $28,500 and QoE at the median is $40,000, leaving $11,500 for other costs.
3. Total project cost: $4,280,000.
4. Minimum equity injection at 10%: $428,000. SBA loan: $3,852,000, under the $5 million 7(a) cap.
5. Deal costs equal about 19% of your minimum injection. Budget them in cash, and expect to pay some before you know the deal will close.

If the deal dies in diligence, the QoE and legal fees spent so far are gone. That is why cheap deal-killers come first in a due diligence checklist.

How do you choose each adviser?

• Relevant volume. Ask how many acquisitions of your size they handled last year.
• Current SBA knowledge. The change-of-ownership rules changed under SOP 50 10 8.1 for loans numbered on or after October 1, 2026. Your lender and lawyer should know them.
• No conflicts. Do not share a lawyer with the seller.
• Fee clarity. Ask for a written estimate and what happens to fees if the deal dies.

Where these numbers come from: Legal, QoE and total deal cost figures are from the Big Deal Small Business deal cost survey, with SBA QoE proposal ranges from Searchfunder. Timelines are from BizBuySell and BigIdeasDB. Broker fees are from Investors Club and BizBuySell. SBA rules are from SOP 50 10 8.1, summarized by Beancount. SOP 50 10 8.1 applies to loans that receive an SBA loan number on or after October 1, 2026 (SBA Information Notice 5000-880695).

Related questions

Do I need a QoE on a deal under $3 million?

SBA rules do not require one below $3 million. Some buyers still get a lighter review, which the survey above priced under $10,000. On a small deal, a CPA testing bank statements against returns can cover much of the same ground.

Can my regular accountant handle the deal?

Possibly, if they have done acquisition diligence before. Ask what deals they have reviewed and what they found. Tax preparation and diligence are different skills.

Should I hire a buy-side broker?

It can help if you lack time or deal flow. You pay the fee, so compare it with the cost of finding deals yourself. See whether you need a business broker to buy.

What comes next

The other member of your team is the money. Read how to line up investors before you have a deal next. The buyers who end up with the most valuable companies decide what the business goes into before they buy it.

Related articles

• Should you buy a business with a partner?
• How do you line up investors before you have a deal?
• What do lawyers and accountants cost when you buy a business?
• Do you need a quality of earnings report to buy a small business?
• How do you build a holding company for acquisitions?

Meraki Dealmakers is a service of Meraki Partners, LLC, an advisory firm. It is not a broker-dealer, investment adviser, business broker, law firm or accounting firm. This article is general information, not legal, tax or investment advice.