Navigating Licensing Challenges in Business Acquisitions

Table of Contents

Acquiring a small business can present a myriad of challenges, especially when the business requires specific professional licenses to operate. One frequent issue is the seller being the only individual holding the necessary licenses, such as a Master Plumber or electrical license. This poses a significant hurdle for buyers who do not possess the required credentials. Here, we delve into various strategies to address this licensing challenge, incorporating insights and recommendations from experienced professionals.

Partnering with a Licensed Operator

 

One of the most straightforward solutions is to partner with a local licensed professional during the due diligence phase. Garrett Cahill from Dealwise suggests, “Identify and partner with a local licensed professional. This could involve bringing them on as an employee or minority owner to serve as the qualifying party for the necessary licenses/certifications.” This partnership allows the business to maintain compliance while the new owner transitions into obtaining the required credentials.

Advantages and Considerations

 

Partnering with a licensed operator provides immediate operational stability. It allows the buyer to leverage the expertise and qualifications of the partner while learning the business. However, this approach requires careful negotiation regarding the roles, responsibilities, and compensation of the licensed partner. Equity stakes or profit-sharing arrangements may be necessary to align interests and ensure long-term collaboration.

Transition Period with the Seller

 

Negotiating a transition services agreement can be an effective approach. This involves the seller staying engaged for a defined period (typically 6-12 months) post-acquisition. Keith Nigbur from Byline Bank explains, “You could bring in a qualified individual as a partner, and they could provide a limited guarantee to bridge the gap.” This period allows the new owner or a new hire to obtain the necessary licenses while ensuring business continuity.

Structuring the Transition Period

 

During the transition period, it’s crucial to clearly define the seller’s role, responsibilities, and compensation. A well-structured transition agreement ensures that the seller remains motivated to support the business while the new owner works towards obtaining the required licenses. Compensation can be structured as a fixed salary, consulting fees, or performance-based incentives tied to business milestones.

Transferring the Seller’s License

 

In some cases, it might be possible to transfer the seller’s license to the new owner through the relevant licensing body’s processes. This option can simplify the transition if the licenses are transferable, though it’s essential to confirm this with the appropriate regulatory authorities.

Legal and Administrative Steps

 

Transferring a license typically involves several legal and administrative steps, including submitting transfer applications, paying fees, and meeting specific eligibility criteria. Buyers should engage legal counsel to navigate the transfer process and ensure compliance with all regulatory requirements. This approach can provide a seamless transition if executed correctly.

Hiring Licensed Staff Pre-Close

 

Another proactive approach is to identify and hire licensed individuals during the due diligence phase, contingent on the deal closing. This ensures that qualified staff are in place immediately after acquisition, reducing the risk of operational disruptions. As Paul Daigle from BizAdvisoryBoard notes, “It’s easy to find retired people who have the certs and pay them a fee to use their license.

Recruitment and Retention Strategies

 

Recruiting licensed staff requires a targeted approach, leveraging industry networks, job boards, and professional associations. Offering competitive salaries, benefits, and performance incentives can attract qualified candidates. Additionally, providing equity stakes or profit-sharing arrangements can enhance retention and align their interests with the long-term success of the business.

Obtaining Licenses Yourself

 

If the required licenses are attainable within a reasonable timeframe, pursuing them before closing the deal is another option. However, this approach carries the risk of the deal falling through after time and resources have been invested in obtaining the licenses.

Balancing Risk and Reward

 

Buyers considering this approach should conduct a thorough risk assessment. Obtaining the licenses themselves can provide long-term stability and control over the business. However, it requires a significant time investment and exposes the buyer to the risk of the deal not closing. To mitigate this risk, buyers can negotiate contingencies in the purchase agreement or pursue interim licensing solutions.

Creative Structuring of the Deal

 

Several experts recommend creative structuring of the deal to retain the licensed individual or mitigate the risk associated with their departure:

  • Long Earn-Outs: Geoffrey Hamilton from Ceequa Asset Management suggests a long earn-out for the seller to keep them engaged until a long-term solution is in place.
  • Partial Acquisition: Brad Hettich from Commercial Lending X recommends a partial business acquisition, allowing the use of the seller’s license going forward.
  • Equity for Licensed Employees: Leigh Lommen and others suggest giving equity to key employees who hold the required licenses, providing an incentive for them to remain with the business.
 

Implementing Creative Deal Structures

 

Implementing these creative structures requires careful planning and negotiation. Long earn-outs align the seller’s interests with the buyer’s success but can be challenging if the seller seeks a quick exit. Partial acquisitions and equity stakes for licensed employees provide operational stability but necessitate clear agreements on roles, responsibilities, and compensation. Legal counsel can help structure these arrangements to protect both parties’ interests.

Practical Considerations and State-Specific Regulations

 

It’s important to recognize that licensing requirements and the feasibility of various solutions can vary significantly by state. Wiley Strahan from Recharge Venture Group highlights, “In CA, you can either get the seller to stay on post-transaction, have an RME (responsible managing employee), or hire an RMO (responsible managing officer).

Navigating State Regulations

 

Buyers should familiarize themselves with state-specific licensing regulations and consult with local legal experts. Understanding the regulatory landscape ensures compliance and informs strategic decisions regarding licensing solutions. State licensing boards can provide guidance on the transferability of licenses, eligibility criteria, and application processes.

Conclusion

 

Successfully navigating the licensing challenges in small business acquisitions requires a strategic approach and flexibility. Whether through partnering with licensed professionals, negotiating transition periods, transferring licenses, or creatively structuring deals, buyers have multiple avenues to ensure compliance and operational continuity. As each situation is unique, it’s advisable to consult with industry experts and legal advisors to tailor the best solution for your specific acquisition.

For those facing similar challenges, networking within professional communities and forums, like the Searchfunder community, can provide valuable insights and support. As Vincent Bellitti from HB Pharmacy advises, sharing experiences and comparing notes with peers can be incredibly beneficial. “Happy to compare notes as we go at least or share my operating experience!” he offers, underscoring the collaborative spirit that often drives successful acquisitions.

In conclusion, addressing licensing challenges in small business acquisitions requires a multifaceted approach. By exploring various strategies, engaging with industry experts, and leveraging professional networks, buyers can navigate these challenges and achieve a successful transition.

FAQ

Frequently Asked Questions

Common licensing challenges include the seller being the only individual holding the necessary professional licenses (e.g., Master Plumber, electrical license) required to operate the business. This can pose significant hurdles for buyers who do not possess the required credentials, potentially leading to business disruptions post-acquisition.

Partnering with a local licensed professional during the due diligence phase allows the business to maintain compliance while the new owner transitions into obtaining the required credentials. This can involve bringing the licensed professional on as an employee or minority owner, ensuring operational stability.

A transition services agreement involves the seller staying engaged with the business for a defined period (typically 6-12 months) post-acquisition. This arrangement allows the new owner or a new hire to obtain the necessary licenses while ensuring business continuity. Compensation for the seller during this period can be structured as a fixed salary, consulting fees, or performance-based incentives.

In some cases, it might be possible to transfer the seller’s license to the new owner through the relevant licensing body’s processes. This option can simplify the transition if the licenses are transferable. Buyers should confirm this with the appropriate regulatory authorities and engage legal counsel to navigate the transfer process.

Hiring licensed individuals during the due diligence phase, contingent on the deal closing, ensures that qualified staff are in place immediately after acquisition. This reduces the risk of operational disruptions and provides a smooth transition. Recruitment strategies should include offering competitive salaries, benefits, and performance incentives to attract and retain qualified candidates.

If the required licenses are attainable within a reasonable timeframe, buyers can consider obtaining them before closing the deal. However, this approach carries the risk of the deal falling through after time and resources have been invested in obtaining the licenses. Buyers should conduct a thorough risk assessment and consider interim licensing solutions to mitigate this risk.

Creative deal structures include long earn-outs for the seller, partial business acquisitions to retain the seller’s license, and providing equity stakes to key employees who hold the required licenses. These approaches ensure operational stability and align the interests of all parties involved. Legal counsel can help structure these arrangements to protect both parties’ interests.

Licensing requirements and the feasibility of various solutions can vary significantly by state. Buyers should familiarize themselves with state-specific licensing regulations and consult with local legal experts. Understanding the regulatory landscape ensures compliance and informs strategic decisions regarding licensing solutions. State licensing boards can provide guidance on transferability, eligibility criteria, and application processes.

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Picture of Written by Roman Beylin

Written by Roman Beylin

Roman Beylin is the founder of DueDilio, a leading online marketplace to assemble an M&A deal team. Our large and growing network of highly vetted independent professionals and boutique firms specialize in M&A advisory, due diligence, and post-acquisition value creation.

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