Leaving corporate to buy a business: what nobody tells you first

There is a particular kind of buyer we meet often. Fifteen or twenty years in a corporate role, senior enough to have carried a budget and sat through board packs, with a redundancy payout or a decent equity position and a decision made: no more building someone else's business. They are, on paper, the most financially literate buyer in the market. They are also, in our experience, one of the easiest to catch out.

Not because they lack skill. Because the skills that made them good in a corporate role are only half of what buying well requires, and the missing half is the half that decides the price.

What transfers, and what does not

Plenty transfers. If you have run a division you already understand cost structures, staff management, supplier relationships and the difference between revenue and margin. That puts you ahead of a first-time buyer who has never held a budget. It is worth naming that, because the corporate-to-owner transition gets written about as though nothing carries across, and that is not true.

The four things that catch corporate buyers out

These are not exotic. They are ordinary, and they recur.

One: assuming the financials mean what they would mean in a corporate

In a listed company, the accounts are prepared to a standard, reviewed, and broadly mean what they say. In an owner-managed business, the accounts are prepared to minimise tax and to suit the owner's life. The car is in the business. So might the phone, the travel, a family member on the payroll, and the rent paid to a trust the owner controls. None of that is wrongdoing. It is normal. But it means the reported profit is not the earnings, and the gap between the two is exactly where the price is decided.

A corporate buyer often reads the P&L competently and still misses this, because they are reading it the way they would read a business unit's numbers. The right question is not what does this say, it is what would this look like with an arm's-length owner running it.

Two: forgetting to pay yourself

This is the single most common error, and it is expensive. A business showing $280,000 of adjusted earnings looks like a strong return on a $900,000 purchase. But if the vendor was working sixty hours a week in the business and you will be doing the same, part of that $280,000 is your wage, not your return. Deduct what it would cost to hire someone to do the job, and the number that is genuinely a return on capital can be less than half what it first appeared.

Both columns describe the same business. Only one of them describes it honestly. A buyer who leaves corporate on the first column and discovers the second one after settlement has effectively bought themselves a demanding job with a large loan attached.

Three: underestimating how differently a lender sees you

In corporate life your income was a salary, and lenders love salaries. As a buyer, you are asking a credit team to lend against the earnings of a business you do not yet own, run by someone who has not run a business before. That is a materially different conversation, and the strength of your CV does less work in it than you would expect.

• Your industry experience matters, but relevance matters more than seniority. Twenty years in banking helps less than five years in the sector you are buying into.
• Lenders test the repayment at an assessment rate well above the rate you are quoted, so the deal has to work at a number nobody has offered you.
• Most acquisition lending expects the vendor to stay for a handover, and a short or absent handover is read as risk.
• Your own equity contribution is read as commitment, not just as reduced exposure. A larger deposit changes the tone of the file as well as the ratios.

None of this is a reason not to buy. It is a reason to find out where you stand before you are under contract with a finance clause running.

Four: buying a job when you meant to buy an asset

This is the strategic version of the owner wage problem, and it deserves its own heading because it is the difference between the transition working and not working.

A business that only produces earnings while you are physically in it is a job with capital risk attached. A business that produces earnings through a manager, a system and a team is an asset. Both can be good buys. But they are different purchases, they carry different prices, and they lead to very different lives. Plenty of corporate buyers leave a demanding salaried role and buy something more demanding still, at a lower effective hourly rate, and only realise which one they bought about eight months in.

Ask what happens to this business if I take four weeks off in my first year. If the honest answer is that it stops, you are buying a job. Price it like one.

What to do about it

The transition is entirely doable, and buying an established business is a far shorter road than starting one. Cash flow exists from day one, the customers are already there, and the systems, however rough, are running. What it needs is that you go in with the numbers tested rather than presented.

• Work out what you can borrow before you start looking, not after you find something. It sets the range and stops you falling for a business you cannot fund.
• Have the earnings tested against source documents before you commit to a price, not after the contract is signed.
• Cost your own role at market and deduct it, every time, on every business you look at.
• Decide up front whether you are buying an asset or a job, and be honest about which one the numbers describe.
• Get the tax and structure questions to an accountant early. How you own the thing affects what you keep.

The buyers who make this transition well are rarely the ones who knew the most about business. They are the ones who were most willing to find out what they did not know while it was still cheap to find out.