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Do you have to sell all of it? Majority, minority, employees or managers
No. Here are four ways to sell some or all of your company, and what each one leaves you in cash, control and your role.
Selling
8 min read
Figures: PitchBook Q2 2026Read November 12, 2026
Legend Atty · Founder, BridgeBook
Published
Do you have to sell 100% of your company?
The short answer: no. You can sell a majority and keep a stake, sell a minority for growth money, sell to your employees through an ESOP, or sell to your own managers. Growth deals, often minority stakes, were the only kind of U.S. private equity deal that grew in the second quarter of 2026. PitchBook puts the rise at 19.1%[1] from a year before.
- Rise in growth deals
- 19.1%[1]PitchBook, U.S., second quarter of 2026 against a year before: about 493 deals
- Average rollover
- 16.9%[2]Share of company value sellers kept as shares, GF Data, through the third quarter of 2025
- Companies with no transition plan
- 51%[7]Citizens survey, November 2025
Each way leaves you something different: cash now, control after, or a role. Pick what you want after closing first. The structure follows from it, and so does the list of buyers.
What if you sell a majority and keep the rest?
You get most of your cash now and a second payday later. Selling part of the company this way, with new money and often new debt, is called a recapitalization. The part you keep is often called rollover equity.
Sellers have been keeping more. In private equity deals of $10,000,000 to $500,000,000, average rollover rose from 14.0% of company value in 2021 to 16.9%[2] through the third quarter of 2025. That's GF Data's figure, in an ACG report.
The stake you keep gets paid when the buyer sells again, and the buyer's lenders get paid first. Ask what sits ahead of your shares before you agree to a number. How rollover equity works.
What does selling a minority get you?
Money to grow, and you keep control. In a minority sale you sell less than half, so you keep most of the votes. By PitchBook's estimate, U.S. growth and expansion deals numbered about 493[1] in the second quarter of 2026, up 19.1% from a year before.
Less of it may reach your bank. Some or all of the money can go into the company to fund the growth, not to you. Ask which it is before you compare offers.
The investor will want rights in return: a board seat, a say over big decisions, and a way to sell its stake in a few years. Read those rights as closely as the price.
Can you sell to your employees through an ESOP?
Yes, in part or in full. An ESOP, an employee stock ownership plan, is a trust that buys shares for your employees. NCEO counted 6,609[3] of them at 6,411 companies in its 2023 data.
The price has a ceiling. The plan can't pay more than the fair market value[4] an appraiser sets. NCEO also says companies with fewer than 20 to 30 employees and $1,000,000 of EBITDA aren't good candidates. EBITDA is yearly profit before interest, taxes, depreciation and amortization.
Expect to be paid over time. Seller notes are often part of ESOP deals, and always part of a sale of the whole company, by NCEO's account.[4] The tax side is where ESOPs differ most from other sales, so talk to your tax advisor before you weigh one.
Can your managers buy it?
Yes. A loan backed by the Small Business Administration (SBA) can pay for it. SBA rules cover a sale to current owners or employees. A manager who has worked at the company for 24 months[5] can take control with that loan.
One SBA 7(a) loan tops out at $5,000,000[6]. At your size that rarely covers the price, so a manager buyout usually adds a seller note, an outside investor, or both.
It can be a quiet sale: the people who know the company best, no outside buyer in your books. The trade is usually less cash at closing and more of the price riding on how they run it. Every kind of buyer for a company your size.
What does each one leave you?
Side by side, in plain words. Every deal is written its own way, so read each cell as the usual shape.
What each way of selling leaves you
| Question | Sell a majority | Sell a minority | Sell to an ESOP | Sell to managers |
|---|---|---|---|---|
| What you sell | Most of the company. You keep a stake | A smaller stake. You keep most of it | Some or all of it, to a trust for your employees | Some or all of it, to people who already run it |
| Cash to you at closing | Most of the price for the part you sell | Some, or none if the money goes into the company | Part, with the rest often paid over time | What the bank's loan and their savings cover |
| Who decides after | The buyer. You may have a board seat | You, with the investor holding set rights | A trustee votes the plan's shares | Your managers, once they take control |
| Your role | Often you stay for a set time | You keep running it | You may stay on, then hand over | You step back as they step up |
| Who to talk to first | Your attorney and your CPA | Your attorney and your CPA | Your tax advisor and an ESOP appraiser | Your managers and their lender |
Our summary of common structures, not a survey.
Tax runs through every column, and it differs for each. That's your CPA's and your tax advisor's call, before you sign a letter of intent (LOI), the buyer's written offer. What reaches your bank after debt, fees, taxes and holdbacks is its own walk: from sale price to cash at closing.
When should you decide?
Before the first buyer calls. In Citizens' November 2025 survey of companies with $25,000,000 to $1,000,000,000 in revenue, 51%[7] had no transition plan at all.
Choosing the structure is the first part of a plan. It changes who you talk to: a fund, a growth investor, an ESOP appraiser, or your own team. A fund's offer that lands first can set a price your managers would have to match.
What we'd look at first
What you want the day after closing. On a first call, a dedicated advisor would ask three things before talking structure.
- How much cash you need at closing, and how much you'd leave in for later.
- Whether you want to keep running the company, step back, or leave.
- Who on your team could buy, and who the company can't run without.
Your advisor doesn't pick a structure for you. Your CPA and your attorney weigh the tax and the paper, and your advisor keeps the buyers and the dates moving. How we'd run a sale your size.
Questions about selling part of it
Do I have to sell 100% of my company?
No. You can sell a majority and keep a stake, or sell a minority for growth money.
What is a recapitalization?
Selling part of the company, often a majority, and keeping the rest, with new money and often new debt.
Is an ESOP a good way to sell?
It can be for some companies. The plan can't pay more than appraised fair market value, and a 100% ESOP sale always includes a seller note. Talk to your tax advisor.
Can my managers buy the company?
Yes. SBA rules cover a sale to current owners or employees. A manager who has worked at the company for 24 months can take control with an SBA-backed loan.
Where these numbers come from
- PitchBook, Q2 2026 US PE Breakdown. Second quarter of 2026. Read November 12, 2026.
- ACG Insights (GF Data analyst), Rollover Equity Rises as Credit Conditions Reshape the Middle Market. Through the third quarter of 2025. Read November 12, 2026.
- National Center for Employee Ownership, Employee Ownership by the Numbers. 2023 data, updated January 2026. Read November 12, 2026.
- National Center for Employee Ownership, How an Employee Stock Ownership Plan (ESOP) Works. Opened November 12, 2026. Read November 12, 2026.
- U.S. Small Business Administration, SOP 50 10 8.1, Lender and Development Company Loan Programs. Effective October 1, 2026. Read November 12, 2026.
- U.S. Small Business Administration, 7(a) loans. Opened November 12, 2026. Read November 12, 2026.
- Citizens, M&A Market Set to Broaden as Confidence Surges (2026 M&A Outlook). Survey of November 2025: 276 companies with $25,000,000 to $1,000,000,000 in revenue and 124 private equity firms. Read November 12, 2026.
Outside figures are other publishers', named and dated, and they don't feed our calculator. How we use outside figures
Keep reading
- Larger companiesRollover Equity: Keeping a Stake When You SellWhy private equity buyers ask you to keep shares, how much sellers keep, and what sits ahead of you.
- Larger companiesWho Buys a Company Your SizeThe kinds of buyer for a mid-size company, how each pays, and what each does after closing.
- Larger companiesWhat a $100,000,000 Company Is WorthWhere our sold-deal data stops, what outside reports show past it, and how a sale this size runs.
- SellingHow to sell a businessThe steps from a first valuation to closing day, and what to get ready before buyers look.
- Larger companiesAverage Profit Margin by Company SizeWhat companies your size keep as profit, by size and by industry, from tax returns the IRS publishes.
- Larger companiesWhat a $10,000,000 Company Is WorthWhen buyers stop counting your pay as profit, and who can buy a company this size.
One important decision. Two good places to start.
Choosing a structure is a conversation
A first call sets out what you want after closing and which ways of selling fit it.
Your exit credit comes off our success fee at closing and grows with your yearly sales: $5,000 under $5,000,000 in sales ($2,500 for your valuation report, plus $2,500 for your advisor call or for starting your listing), up to $50,000 at $100,000,000 or more.
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