Common Trust Helps Small Businesses Sell to Their Own Employees

01 /The Concept

Common Trust helps small and mid-sized business owners exit by selling to their own employees and customers – and it has built the legal and financial infrastructure to make that process cheap, fast, and structurally sound.

The problem being solved is specific: most small business owners who want to sell cannot find buyers. Younger entrepreneurs want to build their own thing; established buyers are already occupied; large companies are not interested in acquiring local operations with single-digit millions in revenue. The result is that roughly 70% of small businesses that go to market fail to sell, despite being profitable and operationally sound. The employees who run them and the customers who depend on them have every reason to see them continue – but typically lack the capital to buy them.

Common Trust's process has four components. First, the startup's experts work with the owner, family members, and key employees to define the goals and terms of a potential sale. Second, they prepare the full legal documentation, including provisions that protect the company's long-term mission and culture after the transaction closes. Third, they source external financing – employees purchase the business through a specially structured trust, taking on debt that allows the former owner to receive proceeds relatively quickly while the new owners (the employee trust) repay gradually. Fourth, Common Trust supports the new ownership group in establishing governance and the management systems needed for independent operation.

The company was founded in 2022 and has already closed more than a dozen transactions. One early case – Clegg Auto – doubled its profit in the first year under employee ownership and reached record customer satisfaction scores. Common Trust spent approximately $1 million building its legal framework, has since mobilized over $100 million in third-party financing for transactions, has transferred assets worth over $250 million in total, and has created more than 1,000 employee and customer owners. The $2.6 million seed round just closed is its first outside capital.

02 /Why It Matters

The founders' claim – that 3 in 5 small business owners will want to sell within the next decade – is grounded in simple demographics. Today, 51% of US small business owners are over 55 and another 43% are between 35 and 54. The leading edge of that population is entering retirement consideration age, and the number of owners reaching that point will accelerate through the end of the decade.

Employee ownership trusts are not a new concept, but their adoption has historically been constrained by complexity and cost. Common Trust's core innovation is the legal simplification and process standardization that makes the structure accessible to businesses that could never afford the advisory fees traditional M&A transactions require. The $1 million invested in building that legal framework is effectively a platform investment: each subsequent transaction uses the same infrastructure at incrementally lower marginal cost.

A [related review](/review/za-2-goda-do-400-millionov-dollarov-oborota) covered Teamshares, which operates in the same space with a different model: Teamshares directly acquires the businesses, installs professional managers, and transfers 80% ownership to employees over 20 years. That model requires substantial capital – Teamshares has raised $245 million – and a large operational team to manage the acquired companies. Common Trust is structurally leaner: it acts as an intermediary only, deploying no capital from its own balance sheet and taking no operational role, which means it can operate with a small team and avoid the capital intensity that constrains the Teamshares model.

For owners, the choice between selling to Common Trust's model versus Teamshares involves a different psychological calculus than a conventional acquisition. Common Trust's pitch addresses the fact that for many founders, the business is not just an asset to monetize – it is something they built over decades and feel responsible for. The documentation provisions guaranteeing cultural continuity and employee protection are not just legal terms; they are the emotional unlock that makes the seller willing to proceed.

03 /Opportunities

The market for acquiring profitable small businesses is large and structurally interesting. In the digital business space, it is already well-developed: hundreds of companies focused on acquiring Amazon marketplace sellers have raised over $15 billion in verified funding. OpenStore, which buys Shopify storefronts, raised $137 million. Staytuned, which acquires Shopify apps, raised $36.5 million. Unaric, targeting Salesforce applications, raised $35 million. The pattern is established.

Offline local businesses are less developed as an asset class, with Teamshares as the primary scaled example at $245 million raised. But offline retail still accounts for 50–70% of all consumer spending, and there are entire categories – healthcare-adjacent services, skilled trades, specialty food – where online competition has not and will not displace the local operator.

The choice of model matters considerably here. Teamshares' model of direct acquisition captures the ongoing profit of the purchased companies but requires both acquisition capital and a management infrastructure to support each portfolio company. Common Trust's intermediary model sacrifices ongoing profit for a commission-based structure that scales with a small team and no balance sheet exposure – but generates meaningfully lower absolute returns per transaction.

For a team considering the space, the entry question is not which model is better in principle but which one matches available capital and operational capacity. Common Trust's proof that $2.6 million in equity capital can mobilize $100 million in transaction financing is the most interesting data point in the review: it suggests the coordination layer – process, legal infrastructure, and financing relationships – is where the value compounds, not the capital itself.