OnwardLesson 10.3
Staying on: how long, and doing what
Most buyers want the seller to stay on for a time after closing to hand over relationships and knowledge.
The short version
- Most buyers want the seller to stay on for a time after closing to hand over relationships and knowledge.
- Agree in writing on how long, how many hours, what you will do and how you will be paid.
- If your buyer uses an SBA loan, you can stay on as a consultant or employee for up to 24 months in total, under rules effective October 1, 2026.
- Under those rules, you cannot remain an owner, officer or director, and your pay must be for work you do, not for how the business performs.
- Plan for the change in your role. Being the helper rather than the boss is an adjustment.
Why buyers want you to stay
You know the customers, the suppliers, the team and the quirks. A buyer who learns from you for a few months is far more likely to keep the business strong.
What to agree in writing
- How long. A set period, with any extension by agreement.
- How much time. Full time, part time or on call.
- What you will do. Customer introductions, training, supplier handover and answering questions.
- Who you report to. The new owner.
- How you are paid. An hourly rate, a monthly fee or a salary.
This is usually a separate consulting or employment agreement, signed at closing.
SBA rules
For buyers using an SBA loan, rules effective October 1, 2026 (SOP 50 10 8.1) allow the seller to stay on as a consultant or employee for up to 24 months in total after closing. The earlier limit was 12 months. You must step away from ownership and management. Payments must be for the work you do. Payments tied to how the business performs can be treated as an earnout, which is not allowed. Lesson 8.5 covers this.
Making it work
- Let the new owner lead, even when you would do it differently.
- Pass on relationships deliberately. Introduce, then step back.
- Write things down. Every process you document is one less call later.
- Agree how disagreements will be handled before they happen.
When it ends
Plan your exit from the role as carefully as the sale. A clear end date helps you, the buyer and the team.
Take this to your own people
The questions for this topic, for your attorney, your accountant or your lender.
- For your M&A attorney: "Does my consulting agreement fit the SBA rules, including the time limit and how I am paid?" Listen for: confirmation on both, and the buyer's lender's sign-off.
- For your accountant: "How will my consulting pay be taxed, compared with the sale price?" Listen for: the difference between ordinary income for services and gain on the sale.
- For yourself: "What will I find hardest about not being in charge?" Listen for: an honest answer. Knowing it helps you handle it.
This names the question. Your CPA, your M&A attorney and your lender answer it for your situation.
Figures from SBA SOP 50 10 8.1, effective October 1, 2026.
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