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Overview

By Robert Duplicki      July 6, 2026

Much of what you will find here at NoteSolutions.us covers creating promissory notes used in seller financing of businesses and real estate. You may also sell your entire note or make a partial sale by completing a worksheet for a free quote.

This article focuses on the viewpoints of other organizations about small business opportunities in 2026 and beyond. The emphasis is the difficulties of selling a small business, so my recommendation is to learn more about seller financing and utilize it.

Main Street America

Main Street America is an organization that supports economic development and community preservation in downtowns and neighborhood commercial districts across the country. Here are some ideas they provide in Eight Trends For Small Business In 2026:

Main Street America suggests there will be new options for finance and ownership structures for small businesses. First, there are the well-documented challenges for individual asset ownership by Millennials and Gen Z.

Second, we are in the midst of the largest transfer of wealth in American history. With opportunity and demand, there will be both policy and programmatic pushes for more creative finance structures.

In addition, we anticipate growth in small businesses and real estate ownership structures such as co-ops, Employee Ownership Trusts (EOTs), and owner-financing models.

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Start Earlier Than Feels Necessary

OCNJ Daily part of the Fideri News Network offers these insights via How Small Businesses Can Prepare for a Sale in 2026: A Digital-First Approach:

"Many owners realize too late how much time proper preparation actually takes. In practice, getting ready for a sale often starts months in advance — sometimes close to a year.

This doesn’t mean you’re actively negotiating the whole time. More often, it’s about putting things in order: cleaning up financial records, resolving open legal questions, and making sure your internal documentation makes sense to someone outside the company.

Typical priorities during this stage include:

• Organizing financial data for at least the past two to three years
• Addressing unresolved legal or contractual issues
• Structuring internal documents so they’re easy to follow

Buyers don’t just look at performance — they try to spot uncertainty. The more structured your business appears, the fewer questions you’ll have to answer later."

Compared to what was stated above, I feel that a business owner cuuld easily start preparing to sell a business more than a year ahead. Much of the early times would be spent thinking, learning and planning. Consideration should be given to activity after the sale. Often business sellers get interested in a new business opportunity. It will be helpful to understand in advance the possibilities of selling the promissory note or part of the note, to fund future ventures.

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The Great Ownership Transfer: A new era of business stewardship

McKinsey & Company is a 100 year old global management consulting firm. They advise corporations, governments and institutions.

Through their McKinsey Institute for Economic Mobility they have conducted new research on the future of small-business succession in the United States. Based on this research they published The Great Ownership Transfer: A new era of business stewardship. Here are a number of key insights from their research:

“A once-in-a-generation wave of ownership transitions is imminent. By 2035, about six million small and medium-size businesses (SMBs) will face ownership transitions as baby boomers retire. More than one million firms are viable candidates for sale, representing up to $5 trillion in enterprise value.”

Did you notice that while six million SMBs will face ownership transitions by 2035, McKinsey indicates that only more than one million are viable candidates for sale?

They go on to say “Today, most exits end in closure rather than transfer, not because the businesses lack value, but because pathways to succession are limited, opaque, or costly.”

“When ownership transfer succeeds, businesses continue to generate jobs, wages, and local wealth. When it fails, economic mobility stalls—even where demand and talent remain.

“Despite the economic value embedded in many small businesses, closure—not continuity—is the dominant exit path today. In 2022 alone, we estimate that 510,000 SMBs exited the market. Ninety-two percent of those exits occurred through closure, 5 percent were completed as sales, and 3 percent transferred to new owners (often intergenerationally to family members).”

“This pattern suggests a structural weakness rather than widespread business failure. Since 2010, 7 to 8 percent of all firms have closed each year. Our analysis suggests that 6 to 13 percent of these closures could have been avoided. Many stem from predictable life events such as retirement, combined with a lack of succession planning or access to buyers and financing.”

I have often commented on the need for advance preparation to sell a business as well as the benefits of seller financing for small businesses.

“As more owners approach retirement, this lack of preparedness risks accelerating the loss of otherwise viable businesses.”

“When ownership transitions fail, the consequences extend beyond individual owners. Jobs disappear, supply chains weaken, main streets hollow out, and communities lose essential services.”

"Effective ownership transitions can preserve viable firms, sustain local employment, strengthen supplier pipelines, and expand access to wealth creation across race, gender, and geography."

“Our analysis finds that nearly 80 percent of projected exits will likely occur among micro and emerging middle-market businesses—small, locally owned, community-based companies valued at less than $2 million. These firms form the backbone of local economies but often fall below traditional-deal thresholds.”

“Micro businesses (valued under $500,000) include the restaurants, small retailers, auto-repair shops, salons, and neighborhood service providers that form the backbone of community life. They are deeply local, labor intensive, and often family run. While individually small, they collectively account for the largest share of projected ownership changes and face the highest likelihood of closure because they lack access to buyers, advisers, and financing”

“Emerging middle-market firms (valued between $500,000 and $2 million) can include small medical and dental practices, construction trades, HVAC companies, and franchises employing a few dozen workers. These firms often have stable cash flows and strong community ties, but limited access to professional intermediaries or institutional capital. They sit in the “missing middle” of the acquisition market—too large to be informal, yet too small to attract private equity or corporate buyers. As a result, many viable companies remain invisible to the market and are more likely to close than transfer.”

“Gradual or hybrid ownership models—such as seller-financed buyouts, ESOP conversions, and cooperative acquisitions—offer lower-barrier entry points and are particularly well suited to workers, local operators, and community-based buyers. These models can preserve jobs while keeping ownership local. They also support inclusion and community stability. But they remain difficult to scale due to limited technical assistance, inconsistent financing structures, and a lack of standardized guidance.”

“The next decade will determine whether the Great Ownership Transfer becomes a $5 trillion opportunity for inclusive growth or instead results in an erosion of the small-business backbone that supports local economies.”

“Buying and selling a small business is often harder than starting one because the systems that support entrepreneurship in the United States are currently built for founding companies, not transferring them.”

“Across the ownership transfer journey, frictions are pervasive. Buyers and sellers struggle to find each other, assess deal quality, secure financing, and navigate complex processes without consistent standards or reliable guidance. Aspiring entrepreneurs are rarely taught how to acquire firms, owners underestimate the preparation required to sell, and intermediary quality varies widely. Financing is slow, bespoke, and often inaccessible to first-time or lower-wealth buyers, while postclose support for new owners is limited or nonexistent.”

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The Five Phases of the Business Acquisition Journey

Here are more insights from the McKinsey report:

1. Phase1: Aspiration and preparation: Entrepreneurs don’t know acquisition is an option.

   • Most entrepreneurs learn how to start a business, not how to acquire one.
   • Diverse and first-generation entrepreneurs often lack mentors or networks to help them pursue acquisition as a viable path.
   • Many owners underestimate how long it takes to prepare for a sale.
   • Owners' emotional attachment and fear of legacy loss delay decision-making and limit openness to new ownership models.

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2. Phase2: Search and sourcing: Buyers and sellers struggle to find each other. On the buyer side, high-quality deal flow is scarce and due diligence costly; on the seller side, few owners have professional representation or accurate financials to attract credible buyers. The result is a fragmented discovery process in which viable businesses stay hidden and prepared buyers struggle to find them.

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3. Phase3: Deal structuring and financing: Financial barriers can kill deals. Even when a buyer and seller manage to find each other, the deal itself often stalls at the financing table. As a community development banking official told us, “We see viable businesses with real cash flow fail to transfer—not because there isn’t a buyer or a business worth saving, but because the financing gap can’t be bridged.”

   One key product, the SBA 7(a) loan—a government-backed small-business loan program offering flexible financing through approved lenders—requires high equity, personal guarantees, and lengthy approvals that few first-time buyers can meet.

   McKinsie points out that seller financing meanwhile is inconsistent and difficult to negotiate. That's so because many buyers and sellers are unprepared to arrange seller financing. To solve this you can learn more at Make Your Business Note Profitable, and work with an attorney to create the documentation.

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4. Phase4: Ownership and value creation: New owners don’t have the scaffolding to succeed after acquisition.

   Buyer challenges

   • New owners inherit operational complexity without access to structured support systems.
   • Many face “key-person risk,” relying heavily on the departing owner or one senior employee.
   • Workforce retention and culture continuity often falter after transitions.

   Seller challenges

   • Sellers disengage quickly post-sale, leaving limited time for knowledge transfer.
   • Few have systems or documentation to guide new owners after closing.

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5. Phase5: Succession and exit: Many sellers approach succession with too little, too late.”

   Buyer challenges

   • Sellers rarely signal intent to sell early, leaving buyers and advisers little time to prepare.
   • Regions lack “succession navigator” hubs or clearinghouses to support proactive planning.

   Seller challenges

   • Many delay planning due to cost, lack of awareness, or emotional reluctance.
   • Family and partner dynamics often complicate exit decisions and timelines.

   Transaction and enabler challenges

   • Without early preparation, viable businesses close abruptly, erasing jobs, supplier relationships, and community wealth.
   • Legal and accounting advisers in smaller markets have limited experience managing ownership transfers.

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Conclusion

Clearly many opportunities to sell and buy small businesses are at our doorstep. The demographics of business owners essentially assure this. Meanwhile the research shows that buyers, sellers and community and finance resources, lack what it takes to sustain small businesses that want to sell.

To help you with the financing aspect and related preparation to sell or buy a small business, here are additional resources for you:

• Make Your Business Note Profitable

  Points to consider when creating or selling a business note including insights about partial sales and hybrid notes.

• Seller Finance Your Business In 2026

  Why you should utilize seller financing to sell your business and consider selling the note or part of it.

• Valuing Your Business For Sale And To Sell A Business Note

  Business valuation concepts to help prepare in advance for the sale of a business, and if seller financing is provided, for the potential sale of the note.

• Are You Prepared To Sell Your Business

  A variety of insights and resources to help you prepare to sell your business, and reasons why to start far in advance.

• What Do You Need To Do To Sell Your Business?

  The importance of hiring excellent advisors and using seller financing to sell a small business.

• Seller Financing Will Help You Buy A Business

  This article will give you ideas to help you buy a business using seller financing, and to understand a number of related issues.

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Have You Considered Selling Your Promissory Note?

If you have a note for sale, get started now. Please submit a worksheet, and I will start working to produce a deal for you.

As a note broker I will work with you to give you the best value for your note. This involves a more in depth analysis of your needs, your note and the best funding sources to approach on your behalf. This also includes presenting your situation to note buyers in the most favorable way. And my approach will not be limited by any one note buyer's requirements and note pricing. So TAKE ACTION NOW!

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