What do lawyers and accountants cost when you buy a business?

What does each adviser cost?

• Acquisition lawyer: $10,000 to $80,000, median $28,500. Reviews the letter of intent, drafts or negotiates the purchase agreement and disclosure schedules, papers the non-compete, consulting agreement, seller note and lease assignment, and reviews the lender's closing documents.
• Quality of earnings: median $40,000; QoE-lite under $10,000. An accounting firm tests whether the seller's reported earnings are real and repeatable. For SBA deals, proposals range from $7,500 to over $30,000.
• CPA for tax and structure. Entity choice, tax elections and the purchase price allocation. The survey above does not break this out. Get a fixed quote.
• Business valuation. Required on every SBA change-of-ownership loan. Ask your lender what it costs and who pays.
• Buy-side broker, if you use one. Flat fees or success fees of 2% to 5%. The seller's broker is paid by the seller, typically 10% to 12% on Main Street deals under $1M.
• SBA guarantee fee. For FY2026 loans over 12 months: 2% on loans up to $150,000; 3% from $150,001 to $700,000; 3.5% from $700,001 to $5 million on the guaranteed portion up to $1 million, plus 3.75% above that. It is charged on the guaranteed portion of the loan, not the whole loan.

Other items vary by deal: entity formation, insurance, lien and litigation searches, equipment appraisals, and title and environmental work if real estate is included.

Why do small deals cost a bigger percentage?

A purchase agreement for a $1M business needs most of the same sections as one for a $4M business. Disclosure schedules, the seller note and the lease assignment don't get shorter because the price is lower. So the survey's 2% is a floor for small deals, not an average. A buyer at the median BizBuySell sale price of $350K will usually pay a much higher share of the price in fees.

Who pays which costs?

• You pay: your lawyer, your CPA, the QoE, the valuation in most SBA deals, lender fees and the guarantee fee, and a buy-side broker if you hire one.
• The seller pays: its own lawyer and CPA and its broker's commission.
• Some costs land before you know the deal will close. If diligence kills the deal, the legal and QoE work is still billed. Budget for at least one broken deal.

As of October 2026, SBA total project costs include the purchase price, working capital, fees and closing costs. Your minimum 10% injection is calculated on that total. So every dollar of fees raises the cash you must bring by ten cents, even if the lender finances the rest.

How do you keep costs down without cutting corners?

1. Ask for fixed or capped quotes with a written scope from the lawyer and the accountants.
2. Sequence diligence. Run the cheap deal-killers first, such as matching bank deposits to tax returns, before paying for a full QoE. See the due diligence checklist.
3. Hire specialists. A lawyer who closes small-business acquisitions regularly works faster than a generalist learning on your deal.
4. Match the QoE to the deal. A QoE-lite can fit a small deal. Above $3M on an SBA loan, the lender commissions a full one anyway.
5. Build templates you can reuse. If you plan a second acquisition, the purchase agreement, diligence request list and closing checklist from deal one become the starting point for deal two.

Worked example: fees on a $1M deal and a $4M deal

Illustrative figures, built from the survey ranges.

• $4,000,000 deal at the survey's 2%: $4,000,000 × 2% = $80,000 total.
• Median legal $28,500 + median QoE $40,000 = $68,500.
• Left for valuation, CPA, searches and everything else: $80,000 − $68,500 = $11,500.
• $1,000,000 deal: legal at the survey's low end, $10,000, plus a QoE-lite at up to $10,000 = up to $20,000.
• $20,000 ÷ $1,000,000 = 2%, before valuation, CPA work, lender fees and the guarantee fee.
• Effect on your injection: $20,000 of fees in total project costs × 10% = $2,000 more of required cash.

The point: on smaller deals, plan for fees above 2% of price, and put them in your sources and uses from the start.

Where these numbers come from: Legal, QoE and total deal cost figures are from the Big Deal Small Business deal cost survey. SBA QoE proposal ranges are from Searchfunder. The QoE threshold, valuation and injection rules are from SOP 50 10 8.1, summarized by Beancount's SOP 50 10 8.1 guide. Guarantee fees are from NerdWallet. Broker fees are from investors.club and BizBuySell. The median sale price is BizBuySell data via Beancount's SDE guide. 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

Can I finance closing costs in the SBA loan?

Fees and closing costs are part of total project costs, and lenders often finance them. Your 10% minimum injection is still calculated on the total. Ask your lender which costs it will include.

Do I need my own lawyer if the broker has a template agreement?

Yes. The seller's broker works for the seller. A template agreement favors whoever drafted it.

Is a QoE required for a $1M SBA deal?

Not by SBA rules as of October 2026, because the requirement starts at a $3M price. A lender may still ask for one. A QoE-lite is often enough at that size. See whether you need a quality of earnings report.

What happens to my costs if the deal falls apart?

You pay for the work already done. Ask advisers to stage their work so the expensive parts start after the cheap checks pass.

What comes next

One of the documents your lawyer will draft limits what the seller can do after closing: what should the seller's non-compete say?

Related articles

• What kind of entity should you buy a business through?
• What should the seller's non-compete say?
• What does buying a business cost beyond the down payment?
• 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.