SMBHR Prepared for Haley Kopp · SMB Law Group
HR for buying and running a business

You close the deal. We take care of the people.

Every deal you work on has employees in it. SMBHR gives those questions a home: payroll, benefits, vacation balances, offer letters, handbooks and state registrations, from LOI through the first payroll and beyond. Anything legal comes back to you.

When to bring us in
24-hour responseEvery client, every question
3 to 5 clients per HR leadFor most of our HR leads, so every client gets real attention
What we do

Two ways we help your clients

Searchers and buyers need us around the deal. Owners need us after it. Most clients start with one and keep the other.

ETA

Buying a business

From LOI to the first payroll
  • HR diligence review of what the seller provides
  • A short risk list for you, including the items that belong at the deal table
  • Payroll, PEO and benefits options compared side by side
  • State tax, paid leave and unemployment registrations
  • Offer letters, the rehiring packet, handbook updates and required notices
  • Day 1 onboarding and the first payroll
Fractional HR

Running the business

An HR department without a full-time hire
  • Payroll and benefits oversight, including renewals and PEO reviews
  • Hiring, onboarding, performance issues and terminations
  • Handbooks and policies kept current, across every state they hire in
  • Leave, accommodations and employee questions
  • Job descriptions, pay structure and classification reviews
  • A named HR lead who knows the business
When to introduce us

The moments a client needs us

If any of these come up on a call, a quick email introduction is all it takes. We take it from there and keep you copied on anything legal.

The easiest one

Payroll or benefits comes up

Keep the seller's payroll or switch? Move to a PEO? Replace a health plan that won't transfer in an asset deal? We line up the options side by side through our partner firms, and any compensation we receive is disclosed in writing.

DiligenceThe buyer asks for HR diligence
RehiringEmployees are being rehired in an asset deal
VacationVacation balances need a number at closing
BonusesBonuses or commissions with nothing in writing
ClassificationContractors who may really be employees
Multi-stateStaff working in more than one state
After closingNo HR person once the deal closes
PoliciesThe seller's handbook is out of date
Off your plate

We do the people work. You keep the legal calls.

The employee side of a deal is mostly operational. We carry that load so your time goes to the purchase agreement.

SMBHR handles

  • Payroll, PEO and benefits options, priced and compared
  • The vacation balance schedule for closing
  • Offer letters and the rehiring packet
  • Handbook updates and required state notices
  • State tax, paid leave and unemployment registrations
  • Day 1 onboarding, I-9s and the first payroll

You keep

  • The purchase agreement and the employee-side deal terms
  • Employment agreements, noncompetes and other restrictive covenants
  • Legal opinions and anything contested
  • Entity, licensing and corporate filings

How we hand things to you

  1. We find itIn the payroll, benefits and policy documents the seller provides.
  2. We organize itA short risk list with the facts and the documents behind each item.
  3. You decideThe legal position and the deal language.
  4. We carry it outInto the offer letters, handbooks, payroll and Day 1.
Full HR diligence

What HR diligence looks like

Five areas, each ending in something your client and you can act on.

People and pay

  • Census and pay rates
  • Exempt vs. hourly classification
  • Contractors vs. employees
  • Overtime and pay frequency
You getClassification findings and any back-pay exposure

Time off

  • Vacation and sick accrual rules
  • Balances by employee
  • Forfeiture language
You getA closing-date balance schedule and the payout or carryover question

Benefits

  • How the medical plan is funded
  • Whether it transfers
  • COBRA
  • 401(k) plan and match
You getA coverage plan with no gap from closing to the new plan

Policies and agreements

  • Handbook and offer letters
  • Bonus and commission plans
  • Noncompetes and other agreements
You getWhat to fix, retire or put in writing

State compliance

  • Tax and paid leave registrations
  • Unemployment account transfer
  • Required notices and posters
You getRegistrations filed and a Day 1 compliance checklist
Good to know

Before closing, staff usually don't know about the sale, so we review what the seller provides and send you a risk list. A full audit happens in the first weeks after closing, once we have access.

How an engagement runs

From the LOI to ongoing HR. The highlighted step is where we hand the findings to you.

  1. At LOIKickoffScope and the document request
  2. Before signingDiligence reviewWe review what the seller provides
  3. Before signingRisk list to youFacts and documents for the purchase agreement
  4. Signing to closingTransitionRegistrations, payroll, offer letters, handbook
  5. Closing weekDay 1 and first payrollEveryone onboarded and paid on time
  6. After closing, optionalFractional HRFull audit in the first weeks, then ongoing HR