Can I finance a partner buyout with a bank loan like a full purchase?
A lender can finance a partner buyout, but it will not necessarily treat it like an outside purchase. You are buying an interest in a business you already run, so the structure, the basis for the price and the legal form drive the loan. The federal CSBFP, for one, does not finance the acquisition of shares.
A bank can lend for a partner buyout, but the loan is rarely a copy of an outside purchase. BDC names management and employee buyouts, and purchases of a competitor or supplier, among the deals its purchase loan covers; a partner buyout is not on that list, which is a reason to ask early. The differences come from what you are buying and from the fact that the business already has owners, records and obligations.
What a lender still asks for
The checklist resembles an outside buyer’s. BDC asks for a clear transaction structure, an agreed price and how it was determined, a letter of intent, an expected closing date, your down payment, and recent financial statements or tax returns. With a co-owner on the other side, the price needs the most careful record. BDC’s seller guidance says a valuator’s report can bolster your position in negotiating price or terms.
What is different
Depending on how the business is organized, a buyout is a purchase of shares or of a partnership interest rather than of assets. The CSBF program’s guidelines say the acquisition of shares is not eligible for a CSBF loan, because the loan would go to a shareholder rather than to a small business buying eligible assets. That does not rule out other lenders, but ask each how it treats a share purchase before you plan around one.
Legal form changes the paperwork
The CRA says a change of partners affects a business differently depending on the partnership agreement and, in some cases, makes it a new legal entity needing a new business number and program accounts. For a corporation, ownership changes must first be updated with the incorporating authority before supporting documents go to the CRA. Both can affect when and how a lender takes security, so tell it early which form applies. See also buying out a business partner.
Sources
This answer is checked against primary sources. Links were last confirmed on the dates shown.
- 01Business Development Bank of CanadaIndustryBusiness Purchase or Transfer Loan
- 02Business Development Bank of CanadaIndustryHow to sell your business
- 03Innovation, Science and Economic Development CanadaGovernmentCanada Small Business Financing Program — Guidelines
- 04Canada Revenue AgencyGovernmentChange of owners, partners, or directors
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