A roofing company for sale may come from an owner who wants to retire or from the owner you already work for, and in both cases the asking price is the seller’s number. Before you pay it, check whose customers they are, who holds the license, what tax the seller still owes and who controls the Google profile.
For what a fair price looks like, see What Is a Roofing Company Worth? Valuation, Buyers and Exit Planning.
An SBA lender won’t lend above its own valuation of the company
A buyer on r/smallbusiness posted the numbers on a roofing and construction company with $3M in sales and $600K in seller earnings. It had no physical location, and the owner did the sales, the bids and the paperwork himself. “The current owner is looking to retire and is asking $1m for the business.”
If you borrow through an SBA 7(a) loan, the lender orders its own valuation from an accredited appraiser and may not use one prepared for you or the seller. Under the SBA rules in force as of October 2026, “If the amount paid for the business exceeds the business valuation, the difference must be made up by equity.” Anything you pay above the lender’s number comes out of your own cash.
The lender also checks the valuation against the seller’s IRS tax transcripts, so ask the seller for those along with the profit and loss statement. At a price of $3 million or more, the lender needs an accountant’s quality-of-earnings report as well. It covers add-backs, owner pay above or below market, deals with related parties and whether revenue will hold after the sale.
The SBA also requires at least 10% equity from the buyer. A seller note counts toward it only if the seller takes no payments for the whole life of the SBA loan, and that kind of source can cover no more than half the equity. A change-of-ownership loan runs 10 years at most, apart from any real estate. Have an accountant read the transcripts before you agree a price.
Most of the price is goodwill, so find out whose customers they are
In an asset purchase, you and the seller both file IRS Form 8594, which splits the price across asset classes. A roofer that subs out its labor owns few trucks and little equipment, so most of the price lands on goodwill and other intangibles, which you deduct over 15 years. Have your accountant agree the split with the seller’s accountant before you sign.
In the $1M listing above, the owner did the selling himself, so find out how many customers called the company and how many called him. Ask for the list of signed jobs showing where each customer came from and who closed the job. If one person closed most of them, price the company on what it books without him.
The FTC’s non-compete rule is not in effect, and even as written it exempted a non-compete signed as part of selling a business. Whether the seller can open down the street depends on your state’s law, so have a lawyer write the non-compete into the purchase agreement.
Check the seller’s claims in state records and the manufacturer’s directory
A Dallas-area roofer had a claimed Google profile marked Open, rated 4.8 with replies from the owner, yet the company had stopped trading around late 2022. Its domain pointed nowhere, Texas’s active franchise tax permit list had no matching company, and its Facebook photos stopped in October 2022.
Look the seller up in the state’s business entity and tax records, and check the date of the newest job photo anywhere online. Then ask for a few recent signed contracts and match them against the bank deposits.
Look up certifications on each manufacturer’s own directory. One roofer held GAF Master Elite, a President’s Club award and FORTIFIED Roof certification on GAF’s directory while its own website mentioned none of them. Before you pay for a manufacturer tier, ask the manufacturer whether it carries over to a new owner.
In Florida, the roofing license can leave with the seller
Under Florida Statute 489.119, a business whose only licensed qualifier leaves has 60 days to employ another one. Until it does, it “may not engage in contracting.”
If the selling owner is the qualifier in Florida, line up the new qualifier before closing and make the sale conditional on it. Florida Roofing License: Requirements, Exam and Cost covers what the qualifier needs. In other states, read the licensing board’s rule on what happens when a qualifier leaves.
In Texas and Florida, the seller’s unpaid tax can become yours
Texas Tax Code 111.020 says the buyer “shall withhold an amount of the purchase price sufficient to pay the amount due” until the seller produces a Comptroller receipt or a no-tax-due certificate. A buyer who doesn’t withhold is liable for that tax, up to the purchase price. The rule covers state taxes such as sales tax and franchise tax.
You can ask the Comptroller for the certificate yourself. It must answer within 60 days of your request or of the seller’s records being made available for audit, whichever is later, and within 90 days at most. If it misses that window, you’re released from the withholding. Request the certificate early, and hold back money at closing if it hasn’t arrived.
Florida Statute 213.758 makes a buyer of more than 50% of a business liable for the seller’s unpaid tax, reemployment tax included. The buyer is clear if the seller hands over a Department of Revenue certificate of compliance and the two sides share no insiders, or if a department audit finds nothing owed. You may withhold part of the price, and you then pay it to the state within 30 days of the transfer.
A family member or employee buying in can’t count on the certificate route, so plan for the audit.
The Google profile and the domain each come with a wait
Google says the previous owner has to add you as an owner and then transfer ownership to you. Google also blocks a new owner from making someone else the primary owner in their first 7 days. Put the handover in the purchase agreement and have the seller add you at least a week before closing.
Google lets you keep the profile through “a minor name change,” where the proper nouns, the services in the name and the category all stay the same. Anything bigger counts as a new business, and you have to close the old profile and start a new one. Keep the name if you want to keep the profile and its reviews. If someone other than the seller holds the profile, you can request access, and after 3 days without a reply Google says you “may have the option to claim the profile.” Google Business Profile for Roofers: Setup and What Moves Maps Rankings covers what to fix once it’s yours.
For the website, ICANN’s transfer policy puts a 60-day lock on moving a domain to a new registrar after the owner’s details change, unless the registrar lets you opt out. Move the domain to your registrar first, then change the owner details.
Buying the company you work for changes the price talk and the loan rules
An employee buying the family roofing company he sells for objected to a price based on seller earnings: “Of the last 15 jobs that I have sold, 12 of them were customers who came directly to/from me.” If you’re in his position, bring your own sales record to the table, because jobs that came to you are a reason to pay the seller less for goodwill.
Under the SBA rules, if you already own part of the company and buy out the rest, that’s an owner buyout: the seller can stay on, and no quality-of-earnings report is needed. If you’re buying in from outside the ownership, the seller can’t stay as an officer, stockholder or employee, and can only be hired as a consultant for up to 24 months. If the seller wants to keep a stake, ask the lender whether your deal counts as an owner buyout before you agree terms.
Check these before you sign
- Get IRS transcripts and have an accountant compare them with the profit and loss statement.
- Get the signed-job list showing where each customer came from and who closed the job.
- Look the company up in the state entity and tax records, and match recent contracts against deposits.
- Confirm certifications on the manufacturer’s directory, and ask whether they transfer.
- In Florida, line up a qualifier before closing.
- Request the Texas no-tax-due certificate or the Florida certificate of compliance early, and hold back money until it arrives.
- Have the seller add you to the Google profile at least a week before closing, and keep the name if you want to keep the profile.
- Move the domain to your registrar before you change the owner details.
- Have a lawyer write the non-compete and an accountant agree the Form 8594 split.
The Google profile you take over is how nearby homeowners find the company on Google Maps, so see where it shows up before you agree a price. Pick the company’s profile and a search in the free Google Maps heatmap, and in a few minutes you’ll see its rank at 49 points around the office.