If your buyer borrows through the SBA, the loan can’t go higher than a valuation the lender orders itself, and the buyer has to cover anything above that figure from their own equity. I haven’t found a sale multiple for roofing companies from a source I can check, so I won’t quote you one.
A buyer on r/smallbusiness posted the numbers of one roofing and construction company for sale, with no physical location and almost no overhead. It listed $600,000 in seller earnings, and the owner was retiring and asking $1 million. That’s about 1.67 times a year’s earnings by my math, on a listing I couldn’t verify.
An SBA lender checks its valuation of your company against your tax returns
The US Small Business Administration’s 7(a) loan goes up to $5 million and can pay for buying all or part of a company. Under SBA rules in force since October 1, 2026, the lender requests the valuation, and it has to come from a business appraiser accredited as ASA, CBA, ABV, CVA or BCA. The lender “may not use a business valuation prepared for the Applicant or the seller.” At a price of $350,000 or less, it can value the company itself, unless the buyer and seller have a close relationship.
The buyer has to put in at least 10% as equity, and the lender checks the valuation’s figures against your IRS transcripts, the government’s record of the returns you filed.
When an outside buyer pays $3 million or more, the lender also needs a Quality of Earnings report. It has to document your add-backs, any deals with related parties, whether your own pay is above or below market, and “customer concentration risk, contract continuity, and the likelihood that existing revenue and margins will be maintained post-sale.” For a roofer, the plainest test of that is how many signed jobs come through you personally.
The SBA still tells sellers to get a valuation before marketing the company, to set the asking price. It describes three approaches, working from projected revenue, from recent sales of similar businesses, or from assets minus liabilities. Have yours done before you list.
A roofer with subbed-out crews is mostly selling its name
“Most roofing companies subcontract labor, so not many assets. You’d be buying the name and reputation pretty much,” a roofer wrote on r/smallbusiness.
In the US, when a business is sold as a group of assets, the buyer and the seller each file IRS Form 8594, which divides the price across seven classes. Vehicles and equipment sit in Class V. Class VI holds things like the workforce, business records, the customer base, licenses and any non-compete, and Class VII is goodwill and going concern value. With subs on the roofs and a few trucks in the yard, most of a roofer’s price lands in those last two.
The buyer writes those off over 15 years under section 197 of the tax code, which counts trade names alongside goodwill. The IRS treats each asset you sell as a separate sale, so your tax depends on which class each dollar lands in. Agree on the split with the buyer and a CPA before you sign, because you both report it.
If the buyer wants a non-compete from you, the FTC’s ban on non-competes won’t stop it. The FTC says the rule “is not in effect and it is not enforceable,” and even as written it exempted one signed in a genuine sale of a business. State law decides how far yours can reach, so have your attorney check it.
The jobs that come to you, and your license, can leave with you
The owner in that listing sold the jobs and did the bids himself, so a buyer has to work out how much of the $600,000 leaves with him. A 1099 sales rep on r/smallbusiness hit the same question from the other side. He was buying the family roofing company he sells for and objected to pricing it on seller earnings, since 12 of the last 15 jobs he’d sold were for customers who came to him directly.
If you still sell every job yourself, start by putting someone else on inspections and estimates. Growing a Roofing Company Past the Owner: Systems, Hires and New Services covers the hires.
If you’re the licensed contractor who qualifies the company, the license can leave with you too. In Florida, a company whose qualifying agent is its only licensed contractor has 60 days after that person leaves to employ another. Until then it “may not engage in contracting,” and a temporary certificate from the licensing board only lets it finish contracts already underway. Check your own state’s or province’s rule before you set a closing date, and see Roofing License Requirements by State, and How Qualifiers Work.
An outside SBA buyer can keep you on for 24 months at most
When an outside buyer uses a 7(a) loan, the SBA’s rules say you “may not remain as an officer, director, stockholder, or employee of the business.” The buyer can hire you as a consultant for up to 24 months, so every customer and referral partner who still calls your cell has to move to someone else inside two years. If a co-owner uses a 7(a) loan to buy only part of your stake, you may stay on.
Other buyers aren’t bound by that limit. A strictly retail roofing owner on r/Entrepreneur who reported $8.3 million in sales was weighing a private equity sale. As he understood it, the seller takes an initial payout and stays on about five years, and then the firm usually sells to a larger one. A post on r/RoofingSales quoted a private equity firm’s reason for a software switch: “When we go to exit, private equity likes service titan already.” Both describe a buyer that plans to sell again.
FirstService, a public company, bought Roofing Corp of America in December 2023 and calls it the fifth largest commercial roofing firm in North America. It runs the company under 15 local brands. Where FirstService doesn’t own a business outright, the people running it own the rest, and FirstService holds the right to buy those shares later.
Ask any buyer how long they’ll want you to stay and when you’ll be paid, and get both in the purchase agreement.
A seller note counted as the buyer’s equity pays nothing until the loan ends
If you carry part of the price as a note, an SBA lender can count it toward the buyer’s equity only if it’s subordinated to the lender, which gets paid first, and on full standby. Full standby means no principal or interest for the term of the 7(a) loan. A loan to buy a company can run up to 10 years, longer only for any real estate in the deal, so that can mean up to 10 years without a payment.
IRS Publication 537 counts a sale as an installment sale when at least one payment arrives after the tax year of the sale. On a business sold that way, depreciation recapture is reported in full in the year of the sale. The trucks and equipment you’ve depreciated can bring a tax bill in year one while you’re still waiting on the note, so have a CPA run those numbers before you agree to carry one.
Add the buyer to your Google profile at least a week before closing
A Google Business Profile can have several owners but only one primary owner, and that role can only pass to someone already on the profile as an owner or manager. A newly added owner waits 7 days before managing some features, and Google returns an error if you try to make them primary owner inside that week. Google’s guidelines leave the handover to the previous owner, so write it into the purchase agreement as a closing item.
If someone other than the seller holds the profile and the business has a shop or office, a buyer can request access at business.google.com/add. The holder gets 3 days to respond, and after that, Google says, “you may have the option to claim the profile.” For a service-area roofer with no shop or office, Google’s page says to contact its support team instead.
If the buyer plans a new name, Google keeps the same profile only if “the proper nouns and services described in the business name remain unchanged and the business category remains unchanged.” Any other change counts as a new business: you mark the old profile closed and create a new one, which starts with no reviews of its own. Settle any rename before you agree on a price.
A 4.8-star profile marked Open belonged to a roofer out of business since 2022
If you’re buying, a good profile doesn’t prove the company is still in business. In September I came across a Carrollton, Texas roofer whose claimed Google profile showed Open, with a 4.8 rating from 40 reviews and the owner’s replies under them. It passed every check I run to spot listings that exist only to collect calls and sell them on.
The company had gone out of business around late 2022, when the photos on its Facebook page stop. Its website address led nowhere, and no matching company held an active Texas franchise tax permit. Before you pay for a name, look the company up in the state’s business and tax records, load its website, see when its social pages last posted, and ask for the tax returns behind the earnings.
If you’re selling, a careful buyer can run the same checks on you, so keep your state filings current and your website up.
Start the handover before you call a broker
- Count the signed jobs that came through you last year, then move that work onto the company’s phone number and website and record where each new job comes from. How to Track Which Marketing Brings In Your Roofing Jobs covers the record.
- Make your books match what you filed, with every add-back and your own pay written down.
- Put a second owner or manager on your Google profile, and find out where your domain is registered and whose name is on it. A change of owner can lock a domain at its registrar for 60 days, so ICANN suggests finishing any move to a new registrar first. Ask your registrar how it handles this before you change anything.
- List your manufacturer credentials where a buyer will look. A roofer I looked at in September was listed on GAF’s own contractor directory as Master Elite with a President’s Club award, and its website mentioned neither. Ask the manufacturer whether a tier like that carries over to a new owner before you count it in the price.
If your name is most of what you’d be selling, check where homeowners find it today. Run Zentora’s free Google Maps heatmap: pick your Google profile and a search, and in a few minutes you’ll see your rank at 49 points around your office.