Buying Your First Business: A Legal Guide for Searchers and ETA Buyers

If you’re planning to buy your first business through a search fund or self-funded acquisition, we are the law firm for you. At Earley Business Legal, our merger and acquisition attorneys regularly help ETA (Entrepreneurship Through Acquisition) and other first-time buyers in Virginia and beyond navigate small business acquisitions. Speak with a seasoned Virginia ETA lawyer today for help buying your first business.

1. Why ETA (Entrepreneurship Through Acquisition) Deals Are Different

ETA buyers aren’t passive investors. You’re stepping into the driver’s seat of a real, often family-run business. That means emotions, legacy concerns, and messy books—on top of financial diligence and legal complexity. Searchers often encounter sellers who aren’t used to formal legal processes, often working with legal counsel that has never done a transaction. That means you need counsel that can help both sides of the transaction move smoothly (and quickly) to close.

Our Virginia ETA attorneys regularly work with self-funded and backed searchers acquiring businesses in the $500K to $10M range. We understand the financing structures, SBA loan requirements, and buyer protections that matter most to first-time operators.

2. What to Look for in a Small Business Acquisition

When you’re buying your first company, the legal details aren’t just paperwork—they’re the guardrails of your deal. An ETA lawyer in Virginia can help you assess and negotiate:

  • Whether to structure your acquisition as an asset or equity purchase (and the tax implications of each)
  • What working capital, earn-out, and downpayment requirements might be required by an SBA lender
  • What representations and warranties are realistic—and enforceable
  • How to get the best protection you can in your indemnification clauses
  • How to get the right noncompete, consulting agreement, or seller financing terms
  • Winning early negotiations in the LOI stage

And perhaps most importantly—we help you protect your downside without losing the seller’s trust or the deal’s momentum. The key is to get us involved before the Letter of Intent is signed—or as soon afterward as possible—so we can help shape the deal structure and protect your interests from the start.

3. How Earley Business Legal Helps First-Time Buyers

You don’t need a 100-page contract review from Big Law. You need a legal team who knows the rhythms of small business deals and can explain every clause in plain English. At Earley Business Legal, we combine deep experience (we’ve worked in Big Law) with a practical, right-sized approach—an ideal combination for ETA transactions.

We help you:

  • Evaluate and revise Letters of Intent (LOIs)
  • Negotiate favorable purchase agreements
  • Coordinate with lenders, CPAs, and deal teams
  • Prepare closing documents and transition plans
  • Handle lease assignments, employment issues, and regulatory hurdles

We’re not just your lawyers—we’re your translators, negotiators, and safety net.

Buying your first business? Hire a Virginia ETA Attorney

We want to represent you. Use this short form to tell us about the opportunity, and a Virginia ETA lawyer will give you a same-day call back to help you move forward and close your first deal.

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When setting up your company or preparing business agreements, a well-practiced Virginia business lawyer could help save you from future headaches and costly litigation.

The legal professionals at our firm use our Handshake Portal to help get you started in the right direction for your contractual needs without the complicated legal jargon. To help minimize your legal costs, we provide these services at a fixed fee rate. Contact us today to schedule a consultation and get started.