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Dynamic Legal.

Guide · 6 min read

How you get paid when you sell a business: cash, earn-outs and seller loans

The price is only half the deal. Cash on day one, money held back, earn-outs and seller loans: how and when the money reaches you, without jargon.

Updated 3 November 2026

Two offers of R20 million can be worth very different amounts. One pays you R20 million on the day you sign. The other pays R12 million now and the rest over three years if the business hits its targets. Owners often focus on the headline number. The money that actually reaches your account is what counts.

1. Cash on the day

The simplest and safest for you. The buyer pays the full price when the deal completes, often through a lawyer's trust account so neither side has to trust the other blindly. The cleaner and more predictable your business, the more of the price you can ask to receive this way.

2. Money held back for a while

Buyers often keep a slice of the price — commonly a small percentage — in a separate account for a few months or a year. It covers surprises, such as a tax bill from before the sale. If nothing comes up, it's paid out to you. The fight is usually over how much, for how long and what counts as a surprise.

3. An earn-out: part of the price depends on the future

With an earn-out, some of the price is paid later, and only if the business performs — for example, if profit stays above an agreed level for the next two years. It bridges the gap when you believe the business is worth more than the buyer is ready to pay today.

  • Define the target in plain numbers, and say exactly how it will be measured.
  • Agree what the buyer may and may not change while the earn-out runs, so they can't move costs into the business and wipe out your payment.
  • Keep it short. The longer the earn-out, the more can go wrong that's out of your hands.

4. A seller loan: you lend the buyer part of the price

Sometimes you agree to receive part of the price in monthly or yearly instalments, with interest. It can help a good buyer who can't raise all the money at once. It also means you carry the risk if they can't pay, so security — such as a guarantee or holding the shares until you're paid — is essential.

What makes buyers pay more upfront

  • Clean, up-to-date financial statements a buyer can rely on.
  • Income that doesn't depend on one customer or on you personally.
  • Contracts, leases and staff records that are in order before anyone asks.
  • More than one serious buyer at the table at the same time.
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