THE SHORT ANSWER
Before buying an agency, verify actual earned service fees and the permanent people needed to deliver them. Review client termination/consent, creative ownership and platform/data access separately from client advertising budgets. Fund unfinished projects, media commitments and refunds alongside price. Recurring invoices, a portfolio and shared credentials do not independently establish buyer income, client retention or authorized operating control.
Verify delivered client fees and full operating costs
Sample actual retainers, projects and creative services through agreements, fulfilled scope, milestones, discounts, refunds, invoices and collections. Reconcile annual/cohort records and isolate client advertising budgets, platform payments and pass-through amounts with the accountant. Keep prepaid unperformed work separate from achieved fee evidence.
Review permanent delivery labor, contractors, strategy, account leadership, creative, sales, software, premises, insurance and administration. Use the financial guide for supported earnings and example limits. Compare actual opening-client fee continuation with new wins, expansion and contraction. A seller’s highlighted campaign or a universal concentration cap is separate from a complete client-risk assessment.
Verify actual client, creative and platform rights
Read client service scope, duration, termination, renewal and assignment/consent through the consent register. Establish actual ownership or licensed use of creative work, domains, audiences, pixels, analytics, ad accounts and contractor deliverables. Client-owned accounts are separate from company assets included in the sale.
FTC guidance addresses necessary access and secure personal-information handling.
(FTC: protecting personal information in business)Work with counsel and technical professionals on lawful approved diligence, disclosure, retention and migration. Verify actual provider permissions and authorized controls instead of assuming shared passwords settle ownership or privacy duties. Use staged protected evidence and resolve missing rights explicitly before committing to a handover.
Verify permanent delivery and account leadership
Map strategy, account service, creative production, media operations, reporting, sales and management through the coverage worksheet. Confirm actual permanent staff/contractor availability, compensation, qualifications and responsible service coverage beyond temporary seller help. Founder relationships, unpaid work and a team roster are separate from committed operating capacity.
Assess actual deliverables, workload, client service levels, subcontractor terms and software dependencies. Have qualified technical people test the proposed authorized migration and acceptance plan. Budget necessary systems changes and evidenced continuing costs; there is no promised profit lift from SOPs or a guarantee that every client will remain after a sale.
Fund open projects, client budgets and concrete terms
SBA acquisition guidance encourages investment and operating-cost review.
(SBA: evaluating an existing business purchase)Budget permanent delivery, contractors, provider commitments, systems, premises, collections timing and financing alongside purchase price. Review actual lender conditions through the financing guide. Client ad budgets and prepaid unperformed services require actual rights/duty review before treating them as unrestricted opening funds.
Allocate unfinished milestones, client deposits, media balances, vendor bills, refunds, disputes and continuing account duties through the delivery guide. Agree who controls lawful access, performs/funds work and communicates across closing. Evaluate seller assistance and any contingent payments against actual rights and control, without assuming an earnout automatically fixes retention or delivery risk.
Buyer questions
What should I verify before buying an agency?
Actual earned fees, client/cohort behavior, permanent delivery costs, contract/IP/account rights and funded unfinished work.
Does access to an ad account prove company ownership?
Review actual client/provider rights and authorized permissions; access alone does not establish every ownership or sale right.
Can client media balances freely fund the purchase?
Resolve actual fund rights, advertising commitments and refunds separately from unrestricted company funds.
Sources and review scope
Source review completed . The sources below support the identified concepts or rules; they do not validate hypothetical amounts or a valuation of your business.
- FTC: protecting personal information in business
Information inventory, necessary access, authentication, encryption, service-provider oversight, retention and incident planning. General security guidance; not an M&A privacy-law compliance certification.
- SBA: evaluating an existing business purchase
Current consolidated planning page, acquisition sections: investment and operating costs, personal fit, infrastructure, investigation and professional document review. Not proof of off-market availability, superior pricing or financing approval. No franchise-specific conclusions taken from this source.
Confirm tax, legal, accounting and lending applications with the relevant professionals. Historical market observations describe the stated period and reported sample.
This is educational material. Industry figures and program rules can change; check the original sources and your advisors before applying them to a transaction. Calculator scenarios are not appraisals, lending decisions, or offers.
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