You need a plan for the license, not always the license itself. Trade licensing is set by your state, and sometimes your city, and depending on the state the license can sit with the owner or with a licensed qualifier the business employs; an SBA lender will want to see that the business can legally operate on the day you close. As of October 2026, SBA rules let the seller stay as a consultant or employee for up to 24 months in aggregate after closing, which can bridge the gap while you or a hire qualify. Confirm the rule with your state licensing board and the structure with your SBA lender before you sign a letter of intent.
Your state licensing board, not the SBA. Rules differ by state and by trade. Some states license the contracting business through a named qualifying individual. Some license individual tradespeople. Some cities add their own requirements. The two questions to answer for your target are:
Ask the board directly, in writing if you can. Do it before the letter of intent, because the answer shapes the deal structure, the price and the lender's view.
Avoid any structure where the license holder has no real role in the business. Licensing boards and lenders both look at who actually supervises the work.
Seller earnouts are prohibited in SBA-financed deals. You cannot make part of the price depend on the seller staying. Use the consulting or employment agreement for the transition, and a full-standby or regular seller note for price.
An HVAC company has $600,000 of seller's discretionary earnings (SDE). BizBuySell data puts the HVAC average at 2.79x SDE. Working capital and fees are $150,000, rate 10% over 10 years. You are not licensed and need $100,000 a year to live on. You hire a licensed manager at $120,000. The salary figures are illustrative.
The deal still passes 1.25x, but the license plan costs $120,000 a year and about 0.46x of coverage. Price that in. Practitioner estimates put owner-run HVAC and plumbing shops at 2.0x to 3.5x SDE. On this business, that is $1,200,000 to $2,100,000. A business that depends on the owner's license belongs toward the lower end of that range.
Licensing depth is part of what makes a trade business a platform. A company with several licensed people can absorb add-ons and survive the loss of one person. Private equity is active here. Of 25 HVAC deals tracked in the first half of 2026, 14 were PE add-ons and 3 were PE platforms. Carta data shows PE home-services add-ons are roughly 4x as common as platform deals in HVAC. Practitioner estimates put $3 million to $10 million revenue HVAC and plumbing companies at 5x to 8x EBITDA, and regional platforms over $25 million of revenue at 9x to 13x. The gap rewards owners who build management and licensing depth. It punishes those who overpay or fail to integrate. See What's the multiple difference between an add-on and a platform?
Where these numbers come from: SBA seller-transition, partial change of ownership, coverage and earnout rules are from SBA SOP 50 10 8.1 as summarized by Beancount and Cantrell Law, and Starfield & Smith. The 2.79x HVAC multiple is BizBuySell data via Beancount. Practitioner multiple estimates are from Beancount. Deal counts are from PKF O'Connor Davies and Carta. Rates are from NerdWallet. Confirm licensing with your state board and current terms with an SBA lender. 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).
The seller can stay as a consultant or employee for up to 24 months in aggregate under SBA rules as of October 2026. Whether the seller can remain the qualifier depends on your state's rules. Plan the successor from day one.
It depends on the lender. Expect to show a credible license and management plan, and coverage of at least 1.25x on historical cash flow after paying for them. Expect questions about who runs the field work. See Do I need industry experience to buy a business?
It can help retention. Below 20%, the SBA rule does not require them to guarantee the loan. At 20% or more, they must.
A seller who stays to bridge the license may also be willing to carry part of the price. Compare the two sources: SBA loan or seller financing: which is better?
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.
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Meraki Dealmakers is a service of Meraki Partners, LLC.
Meraki Partners, LLC is an advisory firm. It is not a broker-dealer, investment adviser, business broker, law firm or accounting firm, and does not solicit investors or receive compensation based on capital raised.
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