How do I buy into a construction company as a partner?
Agree first on what you are buying into and the date it is measured, including open jobs and backlog. Then ask who keeps estimating and client relationships, whether the surety or lenders will want your name on existing guarantees, and whether a staged buy-in tied to the owner’s handover fits.
Buying into a construction company is different from buying a shop. Work is in progress when you arrive, money is owed in both directions, and the clients usually know one person. Our page on buying in as a partner covers any business. This one covers what is particular to construction.
Open jobs and backlog at the buy-in date
Pick a date and decide how work in progress is treated. Who gets the profit on jobs already started, and who carries the cost overruns? How is signed backlog counted, if at all? Ask for a job list showing what is billed, what is owed, what customers are holding back and what remains. Your accountant can help you set the rules on paper.
Guarantees, surety and equipment loans
Ask whether the surety, the bank or an equipment lender will want something from an incoming partner, such as a personal indemnity or a guarantee on loans that already exist. Each will set its own terms. Ask what you would be signing before you commit. BDC’s purchase agreement guide, listed in the sources below, is one place to see common negotiating pitfalls.
Who keeps estimating and clients
If the current owner holds every client relationship, your buy-in rests on that person staying. Agree who estimates, who meets clients and who runs sites. Ask the owner to introduce you to the key clients and suppliers early.
A staged buy-in
Some partners buy in stages, tied to the owner’s gradual handover. That gives you time to learn the work and the owner time to step back. Write down each stage, what you pay, what you take on and what happens if someone wants out. BDC’s post-acquisition integration guide, listed in the sources below, may help you plan it.
Related reading
12 pages on the same subject, grouped by topic.
Buying
- GuideBuying a construction company (general contractor) in Canada
- GuideBuying a residential renovation contractor in Canada
- Expert answerCan I buy a business in stages, with shares now and assets later?
- Expert answerCan I buy one division of a company instead of the whole company?
- Expert answerCould undisclosed severance liabilities come with the business I buy?
- Expert answerHow do I judge an electrical contractor’s room to grow before buying?
- Expert answerIs an equipment rental yard’s busy season tied to the construction cycle?
Financing
Sources
This answer is checked against primary sources. Links were last confirmed on the dates shown.
- 01Business Development Bank of CanadaGovernmentMajor pitfalls to avoid when negotiating a purchase agreement
- 02Business Development Bank of CanadaGovernmentUnderstanding post-merger operational integration
- 03Export Development CanadaGovernmentSurety Bond Insurance
- 04Business Development Bank of CanadaGovernmentEquipment purchase financing for entrepreneurs
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