The First 90 Days

1. Before the team arrives, walk the building with the seller, then the lot, the vehicles and any storage unit.
2. Write one line per item: what it is, who holds a key or code today, and the date you'll change it. Cover keys, alarm and gate codes, vault combinations, badges and vehicle keys.
3. Ask: "Who else has a key or a code that isn't on this list?"
4. Change the alarm code today. Re-key this week if any key is unaccounted for.

1. Sit with the seller at one screen: bank, card processing, payroll, accounting, email, domain, phone, POS, utilities, social accounts.
2. On each one, make yourself admin, reset the password, turn on two-step sign-in and save it in a password manager.
3. Run one live card charge and refund it. Point the main line to a phone the business controls.
4. Write the ownership register: one line per system, with the owner, the backup and the date the seller's access comes off.
5. Change every invoice, statement and payment instruction to your company and your bank account, then the website, email signatures and phone greeting.

1. Everyone, same room, same time, same message. Anyone off today gets a call from you before they hear it elsewhere.
2. The seller speaks first; rehearse it with them the day before. Their endorsement moves years of trust to you in 30 seconds.
3. The seller says:

4. You say, in about 2 minutes:

5. Take questions. If you don't know: "I don't know yet. I'll find out and tell you by Friday." Then do it.
6. Never say: a list of changes, anything about how things "were run", or a promise you can't keep. Say only what's true for your deal.
7. Hand out the memo in Appendix A today.

1. Ask the seller privately for the order: key people first, then the longest-serving, then everyone else.
2. Book 30 minutes each in a private room, spread so no shift runs short. Night shift and part-timers get a slot inside their hours.
3. Give each person their time today, by text, the schedule board or a printed slip.

1. Give everyone who faces a customer one line:

2. Tape it by the register or the phone.
3. Any worried customer comes to you, or their name goes on a list you call back this week.

1. Together, count the register floats, the vault, petty cash, undeposited checks and deposits in transit.
2. On one page write what's on hand, in the bank, in transit and owed out. Check your purchase agreement for who keeps the open invoices and pays the open bills, and mark each item "mine" or "seller's".
3. You both sign it. It goes in the lender binder (item 30).

1. Put the signed purchase agreement, disclosure schedule and any side letters in one folder.
2. Write one line per post-closing obligation: what it is, the dollar amount, the date, and who acts. Include the true-up date and target number, the holdback or escrow release date and conditions, the last day to bring a claim, and the seller note's first payment date if it is not on standby.
3. Read the seller's non-compete and non-solicit and write their end dates. If the seller approaches your staff or customers for another business, call your lawyer that day.
4. At day 60, go down the disclosure schedule and note anything that turned out different while the claim window is still open.

1. Watch the first half of tonight's close, then do the second half yourself while they watch.
2. Write each step down: the end-of-day report, the cash count, the card batch, the deposit, lock-up, the alarm.
3. Check that sales on the report, cash and cards counted, and the deposit all match. If they don't, ask why, calmly.
4. Ask: "What usually goes wrong at close?"

1. Before each one, read the seller's private notes on the person and print a notes page (both in Appendix B).
2. Open with the assurance, about 1 minute:

3. Ask these 10 questions, in this order. Let them talk. Don't defend the seller, don't argue, don't fix things on the spot.
   1. "Tell me a bit about you outside of work." Family, what they do on a Saturday. People stay for owners who know them.
   2. "How long have you been here, and how did you end up here?"
   3. "Walk me through a normal day, start to finish."
   4. "What do you do here that nobody really sees?"
   5. "What's working well that I should leave alone?"
   6. "What frustrates you? What's broken that never got fixed?"
   7. "What are you proud of here?"
   8. "If you were in my seat, what's the first thing you'd fix?"
   9. "What worries you about the change? Is there anything I can put to rest today?"
   10. "Who do you go to when you're stuck, and who comes to you?"
4. Close:

5. Write down what they told you, the fixes they named, and your read: key person or not, flight risk or not.
6. You can promise: that you'll listen, that you'll answer by a named day, and that they'll hear it from you first if their job changes.
7. Never promise in week 1: a raise, a bonus, a title, a new schedule, or anything the seller promised that you haven't seen in writing. If they ask for a raise:

Put it on the calendar.

1. Within an hour of each 1:1, fill in the role card (Appendix C): title, the 5 things they actually do, tools and logins, who covers them, key risk.
2. Where it differs from what the seller told you, go and watch (item 20).

1. Mark 4 kinds of key person: the one top customers call by first name, the one who holds knowledge nobody else has, the long-timer everyone follows, and the one behind an outsized share of sales.
2. Ask the seller the private questions in Appendix B, starting with: "Who would you fight hardest to keep, and why?"
3. For each key person, write the backup: who shadows them, what gets written down, by when.
4. Tell each one: "You're valued, and I need you." Before you change anything in their area, ask: "You've done this for years. What am I missing?"
5. If your deal set aside a stay bonus for the critical one or two, sign the stay agreement this week. Pay it while they're still here and in good standing, for example half at 6 months and half at 12. The published range is about 10% to 25% of a year's pay, never for everyone.

1. Follow the seller through a normal week, hour by hour. Circle every task nobody else does: the supplier they call every Tuesday, the customer they handle personally, the price exceptions, the machine quirk.
2. Each evening ask: "What did I miss today? What would have gone wrong if you weren't here? What's coming next week that I don't know about?"
3. The circled tasks become the first draft of the handover plan (item 21).

1. Pull the top 10 customers by sales over the last 12 months. Ask the seller which ones were unhappy before the sale, and why.
2. The seller dials:

3. You:

4. Ask: "What do you value most about working with us?" Then: "If you could change one thing, what would it be?" Then: "Is anything open with us right now, an order, a quote, a problem?"
5. Close: "Here's my direct number. If anything isn't right, call me. When's your next order likely, so I can make sure it goes out right?"
6. About 3 minutes each. Everyone else gets the letter in Appendix D.

1. Pull the top 10 vendors by spend, plus the landlord and any supplier you can't replace quickly. The seller introduces you.
2. You say:

3. Confirm payment terms, credit limit, prices and delivery days. Then ask: "Who's our main contact? Any open issues? Was there any arrangement with [seller] that isn't on paper?"
4. If they bring up a price change:

5. Move billing and autopay to your account. Everyone else gets the vendor letter in Appendix D.
6. List every customer and supplier contract that needs consent to move to you, and track each until it's signed.

1. On one page, draw every way cash comes in and goes out.
2. List every automatic payment from 90 days of statements. Sellers sometimes run personal costs through the business; cancel those.
3. Set limits now: who approves refunds and credits, and up to what; who orders from vendors, and up to what; who signs checks (you, for now).
4. Tell the people affected: "This isn't about trust. I just need to see everything while I learn."

1. Keep the pay date the team is used to. In an asset purchase, payroll runs under your new company's tax ID; the IRS says a buyer must not use the seller's. If you bought the company itself, its tax ID stays (see step 5 for the IRS form).
2. In an asset purchase, your company is the new employer. Collect a new W-4 from each person, unless your accountant says the IRS alternate procedure lets you keep the seller's. For the I-9 (the work-authorization form), pick one way for everyone: fill in a new I-9 for each person, dated your first day, or keep the seller's I-9s and take on any mistakes in them. Ask your lawyer which.
3. Before you hit send, check every name, every rate against the seller's last payroll, and the hours. Schedule the payroll tax deposits; unpaid taxes are a default under the standard SBA loan note.
4. Fund the account the day before. On pay day, ask two people: "Did your pay land right?"
5. In an asset purchase, report every person to your state's new-hire directory (your state sets the deadline; SBA's example is 20 days), and ask the state unemployment office: "Do I take over the seller's rate, and by what date must I elect?" Put that date on your calendar. Tell your workers' comp carrier about the new owner in writing. If you bought the company itself rather than its assets, file IRS Form 8822-B within 60 days. In an asset purchase, give your accountant the price allocation from the purchase agreement for Form 8594.
6. Confirm everyone's benefits moved: each person is enrolled in the health plan under your company with no gap in cover, and each person's paid-time-off balance is carried over as your purchase agreement says. If anything lapsed, fix it this week and tell the people affected yourself.

1. Start from item 2's register and add the rest: scheduling, review sites, delivery apps, the copier lease, alarm monitoring.
2. For each: what it does, who uses it, the monthly cost, the renewal date, whose card pays, and whether the password is reset.
3. Move every one onto your company's card, and write the date the seller's access comes off.

1. Leave these alone for 90 days: prices and customer terms, pay and benefits, schedules and hours, suppliers, people and roles, the name on the door, the software the team runs on.
2. Next to each, write why it stays. "I don't understand it yet" is the right answer.
3. The exceptions: a real hazard, a contract about to expire, an unpaid bill, a live customer problem. Fix those now. They build trust.
4. Never say "we won't be doing it this way anymore".

1. From the 1:1 notes, pick 2 or 3 small fixes that cost little and don't break the "do not change" list. Do them this week.
2. Tell the person who raised it: "You mentioned the [thing]. It's fixed." Then say it at the huddle.
3. Bigger asks go on the change list for day 31 (item 33).

1. Put one role on each day for the next 3 weeks, the roles that bring in sales first.
2. Tell the person the day before: "Tomorrow I'm working with you. You're the boss. Show me how it's really done."
3. Watch first, then do the work under their eye. Ask: "Why is it done this way? What goes wrong most? What slows you down?"
4. Update their role card. Then follow one job from quote to payment.

1. Our deal team's rule of thumb: the seller stays at least 3 months, and 6 to 12 months on bigger deals. Under the SBA rulebook in force since October 1, 2026, they can stay as a consultant, not an employee, for up to 24 months in total; under the rulebook before it, 12 months. Ask your lender which version your loan sits under.
2. Fill in Appendix F: what the seller hands over, to whom, what they still own, and your sign-off. Front-load the introductions and the pricing logic into the first 60 days.
3. Book a standing 30-minute weekly check-in with an issues list you both see.
4. Tell the team the plan and the end date, so everyone knows who's in charge.

1. Daily huddle: 10 minutes, standing, before work starts. Each person answers: "What did we get done yesterday? What's on today? What's in your way?" You clear what's in the way by tomorrow.
2. Weekly numbers meeting: 30 minutes, same slot, with your key people. Go through the 6 numbers from the Friday sheet (item 23), the issues list, and who owns what by next week. Hold it even when there's nothing new.

1. Every Friday, fill in the 6 numbers on the sheet in Appendix E: cash in the bank, sales this week, what customers owe you, what you owe, the next payroll, and the next loan payment.
2. Then the line that matters most: cash left after the next payroll and loan payment.
3. Put sales next to the same week last year. A temporary dip after a handover is common, and even 10% to 20% hurts if you're running lean.

1. Set your reserve line now and write it at the top of the sheet. The published guide is 2 to 3 months of operating costs plus loan payments. If you're not there yet, write the gap and the week you'll close it.
2. Use the layout in Appendix E: one column per week for 13 weeks.
3. Ask the seller: "When does money come in through the year? Which weeks are always tight? Which bills come once a year?"
4. Put in every payroll, loan payment, rent, insurance, big supplier bill and one-time cost. Put cash in conservatively.
5. Any week where closing cash drops under your reserve line, act now: chase invoices, use full vendor terms, hold spending that can wait, or use a line of credit, never your family's savings. Update it every Friday.

1. Pull every open invoice, sort by age, and check your purchase agreement for which ones are yours.
2. Call on each one over 30 days:

Note the date, and call the day after if it doesn't arrive.

3. Invoice the day the work is done.

1. List every open bill with its due date. Use the full terms.
2. Always pay these first, on time: payroll and payroll taxes, the loan, rent, insurance, and the suppliers you can't run without.
3. If the seller note is on full standby, nothing gets paid on it. Tell whoever pays the bills (item 30).
4. If a vendor's terms didn't carry over, ask for the old terms.

1. Give your accountant the statements, payroll and sales reports, and bills.
2. Put your first month's P&L next to the monthly average from the numbers you bought on. For every line off by more than 10%, write the reason: timing, the season, a one-time cost, or something new.
3. Work out your break-even: the monthly sales that cover rent, payroll, insurance and the loan payment.

1. List your top 5 customers and each one's share of the last 12 months of sales. Write the combined share at the top.
2. For any customer you couldn't lose without missing a loan payment, write who the relationship sits with, when their renewal comes up, and what you'd do the week they left.
3. Watch for slower payments and smaller orders. Give each top account a named owner.

1. Have the seller introduce you, then meet the landlord on site.
2. Confirm the landlord's consent to the lease transfer is signed and filed, not just agreed out loud.
3. Confirm in writing the rent and its increases, the end date, renewal options and notice date, the deposit, and who fixes what.
4. Put the notice date on your calendar with a reminder 6 months before.

1. Put your signed loan papers in one binder: the note, your personal guarantee, the loan authorization, the seller note, insurance certificates, the lender's contact.
2. Ask your lender: "Which statements and tax returns do you need from me, and by when?" Put every date on your calendar today.
3. Check every policy is in your company's name, not the seller's, and that every policy the lender required is in force with the lender named on it. If cover lapses, the lender can buy a policy and charge you.
4. Your lender has to get proof of every license the business needs within 90 days of the loan's final disbursement. Send it now.
5. If the seller note is on full standby, no principal or interest is paid on it for the life of the SBA loan.
6. For 12 months after final disbursement, any change in who owns the business, even a percentage, needs SBA's written approval first.
7. Ask now: "If cash gets tight, who do I call?" Call before a payment is late, never after.

1. The rule: no draw until this month's loan payment, payroll and payroll taxes are covered, and your cash reserve (the reserve line from item 24) is in place and untouched.
2. Put the draw in the 13-week cash view (item 24), in a week where closing cash stays above your reserve line. For the first 90 days, make it a fixed amount you could take in your worst week.
3. Ask your accountant how you should be paid. If your company is taxed as an S corporation, the IRS expects a reasonable wage through payroll before distributions.

1. 15 minutes each, same order as week 1. Open: "A month in, I wanted to check in. Same deal as last time: I listen, you talk."
2. Ask: "What have you noticed since I took over? What's better, and what's worse?" Then: "Last time you mentioned [thing from your notes]. Where's that at?" Then: "How am I doing? Honestly."
3. Close the loop on every week-1 promise. Anyone who was open in week 1 and has gone quiet is your flag.

1. Put every idea on one list: from the 1:1s, the shifts you worked, the customer calls and the numbers.
2. Score each one 1 to 5 on how much it helps cash or customers, and 1 to 5 on how easy it is. Multiply the two. Keep the top 3, and drop any that break the "do not change" list.
3. For each, name an owner, a done date and how you'll know it worked. Announce them, and credit whoever raised each one.

1. Ask the seller and the team: "When did prices last move, and by how much?"
2. List your top 10 products or services with the price, the cost to deliver, and the margin. Look for handshake discounts and prices that never went up.
3. Do the math on one small move. For example, on $1,000,000 a year in sales, a 3% increase is $30,000 a year, if every customer stays.
4. Hold prices for the full 90 days. If yours are stale, plan a small, explained test after that on new work or a few accounts, never a blanket increase.

1. By customer, list booked work, expected repeat orders, and open quotes with honest odds. Total it by month for 3 months, next to last year.
2. Get every referral source from the seller and call each one yourself.
3. Close the gap without touching price: follow up open quotes, call customers who've gone quiet.

1. The role you need: where are you the bottleneck? Often it's a bookkeeper or a manager. Write the role on one page before you look at anyone.
2. The role that isn't working: write down what you've seen, with dates. Sometimes the role is the problem, not the person.
3. Have the honest talk first: what you've seen, what you need, by when. Write it down and give a fair chance.
4. Before anyone is let go, check your state's rules with an employment lawyer. Leave pay and benefits alone for the first quarter.

1. Using Appendix F, move the seller from full days, to set days, to set hours, to on call. Check each handover has really landed before the next step.
2. Put the on-call terms in writing. "Up to 8 hours a month, answers within one business day" beats "available to help".
3. Move their desk. Tell the team questions now come to you. The seller is paid under the consulting agreement, never through payroll.

1. Name the 5 processes that run the business. Usually quoting, doing the work, invoicing and collecting, ordering, and opening and closing.
2. The person who does each one writes it on one page: what starts it, the steps, the tools, what goes wrong, who covers.
3. You do the process from the card. Wherever you get stuck, a step is missing.

1. From the systems list (item 17) and 3 months of statements, list every cost that repeats.
2. Mark each one keep, cut, or ask for better terms. Ask the people who use a tool before you cut it.
3. For better terms, get one competing quote and ask the vendor to match it.

1. Call each one yourself: "Hi [name], it's [your first name] from [business]. Last month you said [what they'd change]. Here's what we've done about it."
2. Ask: "How has it been since the change? What do you love, what bugs you, and what do you wish we did?"
3. Compare their orders and payments to the same months last year. Put anything they asked for on the change list.

1. Put month 1, month 2 and the deal's monthly average side by side.
2. Check the cash flow you're on track for against the cash flow you bought. "If you're running 15 to 20% below expectations, that's information." Find the reason now.
3. Share the headline with your key people: sales, and one thing that got better.
4. Go down the disclosure schedule (item 7) while the claim window is open.

1. Put 3 months of real P&L next to the deal's numbers, month by month.
2. Check sales, gross margin, payroll as a share of sales, and cash flow after the loan payment.
3. Check the loan: every payment on time, reporting dates on track, insurance in force. Write down the 3 numbers that surprised you, and why.

1. Take the cash flow left after the loan payment in your weakest month so far.
2. Take off the monthly top-up to your reserve until it's full. The published guide is 2 to 3 months of operating costs plus loan payments.
3. What's left is the ceiling. Set your paycheck under it.
4. With your accountant, set how it's paid and the quarterly taxes. Write the amount, the day and a quarterly review date.

1. At the top, 4 numbers: your 12-month sales goal, your target owner's pay, your biggest operational risk, your top growth lever.
2. Then 3 priorities for the year, each with an owner, a done date and the number that shows it worked.
3. List your top 10 risks with an owner each. Share the page with your key people.

1. 30 minutes each. Read their day 1 and day 30 notes first, then use the script in Appendix G.
2. Decide raises and role changes before the meeting, with your accountant and the 12-month plan. Give a yes, a no, or "at [date], if [this happens]". Never "we'll see".
3. Anyone who asked for a raise in week 1 gets their answer today.

1. Go down the handover plan. Every row is signed off, or has a date.
2. Ask the seller to write a "what would I do" page: what they'd do in year 1 if they stayed. It often holds the 3 things they always meant to fix.
3. List what still lives only in the seller's head, and schedule it.
4. On bigger deals the seller stays 6 to 12 months, so day 90 ends the handover, not the relationship. Confirm on-call hours and the end date in writing.
5. Check the true-up, escrow and holdback are settled, and the claim-window end date is on your calendar.
6. Thank them in front of the team. Praise in public, disagree in private.

1. Daily: huddle, close, deposit. Weekly: the Friday sheet, the cash view, the weekly meeting.
2. Monthly: books closed, P&L review, top-account check-ins, a call with your accountant.
3. Quarterly: employee 1:1s, a price check, estimated taxes, the payroll tax returns. Monthly or quarterly as your state sets: sales tax returns, if you collect it. Yearly: lender statements, insurance and license renewals, the lease notice date, the 12-month plan.
4. Set each one as a repeating calendar event with an owner.

1. Block 2 hours away from the business and answer the 10 questions in Appendix G. Any "no" becomes a priority for the next 30 days.
2. Write what you'll stop doing and what you'll protect: sleep, exercise, family. Book the next review for day 180.