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A payroll bureau sells on client count, employees processed, and whether the platform relationship survives a new owner. Buyers underwrite who originates ACH, who holds tax deposits, and what happens if a file is late. NACHA operating rules, IRS and state withholding practice, and any money-transmitter or third-party-sender status are not back-office trivia. A book that runs on a white-label you do not control is a different asset than one on software you can assign.
PEO, ASO, and pure payroll are different liability and licensing stories. We will not blend them. Trust-tax errors and garnishments are where these deals die, not in a debate about last year’s fees.
If two clients are most of the processing volume, that is the model. Conversions off your platform lose files; buyers want a retention history and a written implementation checklist someone besides you has used. Owner-technician risk is the founder who is still the backup processor, the salesperson, and the person who calls the state when a debit fails.
Crime coverage, E&O, and any SOC or bank-required review belong in the first folder. So do client agreements that allow or block assignment.
A client list with employees, pay frequency, and contract dates. A statement of who holds tax money and how it is reconciled. Software and bank consents. Bridge Point will not let a “sticky recurring book” story stand in for those files. The sticky part is the trust. The transferable part is the paper.
Year-end W-2 and 1099 production is a landmine if only you know the sequence. Document it, or stay through that cycle. A buyer who inherits a January filing mess will treat it as a price problem, not a training week.
Request a confidential consult or call (352) 515-0226. We will tell you whether a sale is realistic before you go to market.