Sell Part of Your Business: Rollover, Recaps & Phased Exits

By Barrett Glasauer, co-founder of Rejigg

Most owners assume selling means handing over the keys, cashing one check, and never walking back in. In real deals, that full cash-out is the minority choice. In nearly a third of buyer-owner calls on Rejigg, the conversation turns to partial structures: selling a majority stake and keeping the rest, bringing in a minority partner, or selling in stages. That figure comes from a structured review of 450 recent calls on our platform, so this guide reflects what owners and buyers actually negotiate, not textbook theory.

Selling isn't all or nothing

You can sell 100% of your business, 70%, 30%, or a growing share over several years. Every one of those is a real structure that real buyers propose, finance, and close.

"I'm not ready to fully let go" is one of the most common things owners say on a first call. Many of them assume that feeling disqualifies them from selling at all, so they wait. Buyers hear the same sentence and reach for a different conclusion: this owner might want to sell most of the business, keep a piece, and stay involved. Both sides are often relieved to discover the other is open to it.

So before you decide whether to sell, it helps to know the full menu. There are four basic shapes a sale can take.

The four ways to sell, in plain English

Every deal structure is a variation on one question: how much do you sell now, and what do you keep? Here are the four structures, from most to least common in the deals we see.

Full sale

You sell the whole company. After a transition period, which is negotiated separately and usually runs a few months to a year, you step away completely. This is the right shape if you want a clean break: no strings, no ongoing ownership, one number that buys you out.

A full sale still almost never means a same-day walk-away. Buyers want your help handing off customers, staff, and know-how, and that transition has its own terms. We cover what that looks like in our guide to transitioning after the sale.

Majority sale with rollover equity

You sell most of the company, typically 60% to 90%, and keep the rest as ownership in the business going forward. The portion you keep is called rollover equity, because you "roll" it into the deal instead of cashing it out.

This structure gives you most of your money now, plus what buyers call a second bite of the apple: if the business grows under the new owner, your remaining stake grows with it. Buyers like it because your continued ownership tells them you believe in the business you just sold them. It has become the default proposal from funds and experienced buyers.

Minority sale

You sell less than half, keep control, and take on a partner. The buyer here is closer to an investor: they bring capital, and often experience, while you keep running the company and owning most of it.

Owners usually reach for this structure when they want money off the table or help growing, but have no interest in stepping back. It can also work as a first step. Plenty of minority deals include an agreed path for the partner to buy more later, which shades into the next structure.

Phased buy-in

You sell the business gradually, on a schedule you agree to up front. The buyer might purchase 30% now, another 30% in two years, and the rest after that, often while working in the business alongside you.

This is the slowest path to a full exit, and that's the point. You get to watch the buyer operate before they own the whole thing, and they get to learn the business while you're still there to teach it. It's a common shape when the buyer is an employee, a family member, or an operator who can't finance the whole purchase at once.

How to choose: four questions

The right structure depends on what you want your life to look like after the deal, so start there instead of with the price. Four questions do most of the work.

Control. Do you want to keep making the final call? A minority sale keeps you in charge. A majority sale means someone else runs the company, even if you still work there. Be honest with yourself about how that would feel on the day you disagree with the new owner.

Cash now versus cash later. A full sale maximizes the check at closing. Rollover equity and phased deals trade some of that certainty for potential upside later. As one buyer put it on a call, owners almost always take a lower guaranteed number over a bigger contingent one, and there's wisdom in that instinct. Just make sure you're choosing it, not defaulting to it.

Risk. Whatever you keep is still tied to the business. If the new owner struggles, your rollover stake or your future payments feel it. Selling more now moves risk to the buyer; keeping more preserves upside but keeps you exposed.

Identity. Owners tell us their business is where their time, their people, and often their sense of self live. If the idea of having nothing to do on Monday unsettles you, a structure that keeps you involved may serve you better than a bigger check and a clean break. There's no wrong answer here, only a wrong fit.

What buyers actually propose

Most experienced buyers open with a majority purchase plus rollover. A typical framing from our calls: "I'll buy 60 to 80 percent, you roll the rest and keep the upside." If a buyer proposes this, it's a standard structure, not a trick, and it usually signals they want you invested in the handoff.

Many buyers also work to distance themselves from private equity. "We're not here to flip it in five years" and "we're permanent capital" come up constantly, because buyers know owners worry about what happens to their staff and their name. Ask them to back that up with how they've treated past acquisitions.

One distinction worth knowing before these conversations: rollover equity is ownership, while an earnout is a promise. An earnout pays you later only if the business hits agreed targets, and most owners we see are wary of being paid based on performance they no longer control. Rolled equity is different: you hold actual shares, with the same rights the purchase agreement gives any owner of that stake. If a buyer floats an earnout, read our guide to earnouts in business sales before you respond.

How each structure affects price and financing

Partial sales price off the same math as full sales: a multiple of your true owner earnings. Selling 70% doesn't change what the whole company is worth; you're just selling 70% of that number. Start with a free valuation so you know the whole-company figure before you discuss what fraction of it to sell.

Two wrinkles are worth knowing. Minority stakes sometimes price slightly below their proportional share, because the buyer isn't getting control. And in rollover deals, the value assigned to your retained stake matters as much as the headline price, so have your own advisor check that your rollover is valued on the same terms as the buyer's money.

Financing is where partial sales genuinely differ, especially if your buyer is using an SBA loan.

SBA loans on partial sales: the current rules

Since a 2023 rule change, SBA 7(a) loans can finance partial ownership purchases, which opened these structures to the individual buyers who rely on SBA financing. Under the SBA's current rules (SOP 50 10 8, effective June 1, 2025), three conditions shape the deal:

• The deal must be an equity purchase. A partial change of ownership has to be structured as a stock or membership-unit purchase, not an asset purchase.
• If you keep equity, you guarantee the loan. A seller who retains any ownership must personally guarantee the buyer's SBA loan, generally for at least two years after the loan is disbursed. Weigh that seriously: it ties you to the buyer's success in a very direct way.
• You can stay on the payroll. In a full sale, SBA rules limit the seller to a consulting role for about 12 months. In a partial sale, that cap doesn't apply, and you can remain an owner, officer, or employee with no time limit.

SBA rules change every few years, so confirm the current version with the buyer's lender before you rely on any of this.

There's a tax angle too. Depending on how the deal is structured, the equity you roll can sometimes qualify for tax deferral, meaning you may not owe capital gains tax on that portion until you eventually sell it. Ask your CPA to walk through the treatment before you sign anything, because the structure has to be set up correctly from the start.

Many partial deals also blend in seller financing, where you carry a note for part of the price. It stacks fine with rollover equity, and buyers often propose both together.

What happens to your day-to-day

Each structure implies a different Monday morning. In a full sale, you're a guide during transition, then you're done. In a rollover deal, you're typically an employee or advisor of a company you partly own, working for the person who bought it. In a minority sale, almost nothing changes day-to-day, except you now have a partner with opinions. In a phased deal, your role shrinks on roughly the schedule your ownership does.

None of these is better in the abstract. The owners who end up happiest are the ones who chose their structure to match the involvement they actually wanted, then said so plainly in the first buyer conversation. Buyers consistently respond well to that clarity, because it tells them the deal that closes will stick.

Frequently Asked Questions

Can I sell part of my business and keep running it?

Yes. Selling part of your business while staying on is common: in a minority sale you keep control outright, and in a majority sale with rollover equity you typically stay as an operator or advisor. Buyers often prefer it, because keeping the owner involved protects customers and staff through the handoff.

What is rollover equity when selling a business?

Rollover equity is the ownership stake you keep when you sell your business, "rolled" into the company under its new owner instead of cashed out. If you sell 75% and roll 25%, you get paid for the 75% now and still own a quarter of the business, including its future growth.

Will I get a lower price if I only sell part of my business?

Mostly no. A partial sale of your business prices off the same whole-company value as a full sale; you simply sell a fraction of it. Minority stakes can price modestly below their proportional share because the buyer doesn't get control, so have the whole-company number valued first.

Can a buyer use an SBA loan to buy part of my business?

Yes. Since a 2023 rule change, SBA 7(a) loans can finance partial purchases of a business. Current SBA rules require the deal to be a stock or membership-unit purchase, and a seller who keeps equity must personally guarantee the loan, generally for at least two years.

Is rollover equity the same as an earnout?

No. Rollover equity is real ownership: you hold shares in the business after selling part of it, and they're yours regardless of performance. An earnout is a conditional payment you receive only if the business hits agreed targets after the sale, which is why many sellers find earnouts riskier.

Talk through your options

Every structure in this guide is one Rejigg supports directly: vetted buyers, direct conversations, and no fees for owners. If you want to think out loud about which shape fits your business and your next chapter, schedule a call with our deal team or start with what your business is worth today.