Preparing to sell a spa: the year before

What does a buyer need to see before you sell?

A buyer and the buyer's lender need to confirm each of these from your booking reports and your paperwork, not from you.

• It performs without you. If you are the lead injector or the therapist with the longest waitlist, much of the revenue a buyer sees is tied to you. BizBuySell lists an owner-dependent business among the factors that reduce a beauty and personal care business's multiple. And the results should hold without a push from you: this year looks like last year, not like one good December of prepaid packages.
• The lease will finance. Under SOP 50 10 8.1 (SBA 7(a) loans numbered on or after October 1, 2026), when at least $500,000 or 30% of the loan proceeds or collateral (whichever is less) is in leasehold improvements or attached equipment, the lease term, counting renewal options only the buyer can exercise, should equal or exceed the loan term. The lease section below has the detail.
• The books tie out. For an SBA 7(a) change-of-ownership loan under SOP 50 10 8.1 (loan number on or after October 1, 2026), the lender must verify the financial information the business valuation relied on against your IRS transcripts and reconcile any differences. So service, retail product and package revenue has to land the same way in your books and on your return.

Med spa deals that once moved quickly now take significantly longer, the American Med Spa Association reports, as buyers look harder at financial performance and operational stability. For a baseline across all industries, typical timelines for Main Street business sales ranged from 6 to 10 months from engagement to close in the IBBA and M&A Source Q2 2026 survey. If you want out before your lease renewal or before your medical director's agreement comes up, count back from that date by a preparation year plus the months the sale itself takes.

Who is buying spas and med spas in 2026?

If your buyer is an individual rather than a med spa platform or MSO, plan for SBA financing, which is why the SBA rules below matter to your timing. In BizBuySell's Q2 2026 survey, which covers all industries, 78% of buyers said they expected to use it, and 46% described themselves as corporate refugees leaving traditional careers, so the person buying your day spa may never have run a treatment schedule. Plan for a buyer who needs a schedule your providers fill without you; the provider work in months 9 to 7 is how you get there.

On the med spa side, Tommy Newton of the sell-side firm Xite, writing on the American Med Spa Association site, said 2025 deal activity stayed strong, particularly add-on acquisitions (a smaller med spa joining an existing platform), despite fewer mega deals. He also wrote that closer scrutiny of scope of practice, injectable supervision and MSO structures, particularly in states like California, led buyers to demand cleaner compliance documentation. That is the work in months 6 to 4 below.

What changes for SBA buyers on October 1, 2026?

The SBA's new lending rules, SOP 50 10 8.1, take effect October 1, 2026. They govern 7(a) applications that receive an SBA loan number on or after that date; applications submitted through September 30, 2026 stay under SOP 50 10 8. If you are a year from selling, plan on your buyer's loan falling under the new rules, which use med spas as their example of a licensed business whose ownership structure the lender must document (see the medical side below).

For a spa, the consulting period is the change to plan around, because your regulars and your providers are used to dealing with you, not the buyer. SOP 50 10 8.1 sorts 7(a) change-of-ownership loans into four categories, and two of them carry this rule. An Initial Acquisition is the default: the buyer becomes the new majority or largest owner and was not an owner before, or has worked at the business for fewer than 24 months. A Business Expansion is an existing business that has operated at least two full fiscal years under its current ownership buying 100% of yours in the same four-digit NAICS Industry Group. In either one, you cannot stay on as an owner, officer, director or employee, but the business can contract with you as a consultant. Two years is long enough to move your own injectable or massage clients onto other providers and to hand over the medical director relationship in person. The rules on buyer equity, seller notes and earnouts are in the deal terms section of how to sell a spa business.

What should you fix in the 12 months before selling a spa?

Months 12 to 10: the books and a first valuation

Tie the books to your tax returns

Under the SBA rules effective October 1, 2026, a buyer's 7(a) lender works from your three most recent years of year-end financial information. It uses the best level you have: audited, reviewed or CPA-compiled statements, then tax returns. It also compares your latest interim statement with the same period a year earlier. Have your bookkeeper and CPA reconcile each year's P&L to the return now, including service, retail product and package revenue, and write a one-line explanation for every add-back, such as your own salary or a one-time repair on a laser. Ask your CPA how to document any personal expenses the business paid.

Report prepaid revenue separately

Packages, memberships and gift cards are paid for before the treatment happens, and cash-basis books count them when the money comes in. VMG Health, a healthcare valuation firm, gives the example of a holiday sale of prepaid neurotoxin packages for treatments the next year: on cash-basis books it shows up as a December revenue spike, while accrual accounting records the revenue when the treatments are performed. In its med spa diligence work, the same firm reviews unearned revenue reports and package and membership details to convert the books to accrual. Set up that report in your booking system and run it every month: open package sessions, unused membership credits, gift card balances. The guide to gift cards, packages and memberships covers how those balances are settled at closing.

Normalize product cost

The same firm notes that a med spa may buy injection drugs and supplies in bulk in one month to capture supplier rebates, which can make gross margins misleading on a cash-basis income statement. Keep a monthly schedule of bulk orders and rebates received, so a buyer's accountant can spread the cost across the months the product was actually used.

Get a valuation now, not when you list

In BizBuySell's Q2 2026 owner survey, which covers all industries, 52% of owners said they had an exit plan but only 14% had completed a professional valuation. A valuation a year out can show which problem is costing you the most, for example your name on half the injection schedule or a December inflated by prepaid packages. Start with the ranges on what a spa business is worth, then request a free valuation. Keep in mind that a buyer's SBA 7(a) lender gets its own valuation and may not use one prepared for the seller. Requesting a valuation does not list your business. The privacy policy explains where your request goes.

Months 9 to 7: the lease and your providers

Extend the lease before a buyer sees it

A spa's build-out cannot follow the business to a new address: the treatment rooms, for example, and any plumbing or electrical work done for wet rooms or equipment. The lease is how a buyer keeps it. BizBuySell says a long-term lease that can be transferred supports value because a buyer can predict the rent, while a short-term or month-to-month lease can lower value, and some buyers may walk away from a deal that requires them to negotiate a new lease.

Under SOP 50 10 8.1, for SBA 7(a) loans numbered on or after October 1, 2026, the SBA's leased-space rule applies when at least $500,000 or 30% of the loan proceeds (whichever is less) goes into leasehold improvements, or that share of the collateral is improvements or equipment attached to the space. Then the lease term, counting renewal options only the borrower can exercise, should equal or exceed the loan term. It must if the lender cannot get an assignment of the lease and a landlord's waiver. Under the same rules, a 7(a) change-of-ownership loan may not amortize over more than 10 years, with longer terms only for real estate bought in the same deal and a narrow special-purpose property exception. So ask your landlord now for an extension or renewal options the buyer can exercise, long enough to cover a loan of up to 10 years, and for consent to assign the lease.

Spread clients across providers

Losing one or two top injectors during due diligence can immediately change how a buyer thinks about valuation, according to Annie Robertson Hockey, president of the aesthetics investment bank Skytale, quoted in an American Med Spa Association article. Massage businesses carry the same risk: BizBuySell says that, compared with other beauty and personal care businesses, they tend to sell at a discount relative to their above-average sales, partly because buyers rely heavily on the massage therapists. Pull a revenue-by-provider report from your booking system. If one person, including you, carries a large share, spend these months booking new clients with other providers, training a second injector or esthetician on your signature treatments, and taking yourself off the schedule one day at a time.

Have counsel review provider agreements and pay plans

Holding your injectors, nurses and therapists to a non-compete is mostly a matter of state law. The FTC's nationwide non-compete rule is not in effect: a federal court stopped it in August 2024, and in September 2025 the FTC voted to dismiss its appeal. The FTC can still bring individual cases. California makes non-competes that are void under its law unenforceable regardless of where and when they were signed. In Texas, a non-compete with a licensed nurse or physician assistant entered or renewed on or after September 1, 2025 is enforceable only with a buyout capped at their total annual salary and wages, a one-year limit and a five-mile radius, stated clearly in writing; that statute does not cover estheticians. These are two states' rules, not a national one. Have employment counsel in your state read every injector, nurse, esthetician and therapist agreement.

If you pay therapists, estheticians or injectors on commission, ask the same lawyer about overtime. Under federal law, commissioned employees of a retail or service establishment are exempt from overtime only if their regular rate is more than one and a half times the applicable minimum wage in every overtime week and more than half their earnings over a representative period are commissions; tips never count as commissions. That comes from a Department of Labor fact sheet last revised in 2008. Whether a spa qualifies is fact-specific, and state wage laws may be stricter.

Months 6 to 4: licenses, devices and the medical side

List every license and permit the buyer will need

In the three states below, the buyer of a licensed cosmetology, salon or massage establishment applies for its own establishment license. These are examples, not a national rule; your own state board sets the process where you operate.

Medical permits run on their own clocks. Florida biomedical waste permits are not transferable, and after a change of ownership the new owner applies for its own within 30 days of starting business, although generators producing less than 25 pounds in a 30-day period are exempt from the permit. The rule text dates from 2002, so check the current version. A DEA registration, if your med spa stocks controlled substances such as testosterone, cannot be assigned or transferred without DEA's written consent, and a registrant transferring its business to another registrant must send DEA the transfer details at least 14 days ahead. Put every license and registration on one list with the agency, the lead time and who applies, and set the closing date around the slowest approval so the spa is never open without a valid license. The guide to selling a day spa or massage business goes further on licenses and franchise resales.

Pull every device contract

A med spa cannot sell a laser or device it leases, and ending a device lease early can bring substantial penalties or be prohibited, according to 2022 legal guidance published by AmSpa. That guidance does not cover a sale of the whole practice, where the lease contract decides whether the buyer takes the device over or you pay it off. Owned devices can come with strings too: the same guidance says some purchase contracts require the manufacturer's approval before resale, pre-approval of the buyer, or recertification, and recertification fees can be substantial. In a 2019 article, Alex R. Thiersch, then AmSpa's CEO, put some laser recertification fees at $50,000 or more; treat that as an upper-end example from a dated source, not a typical fee.

Build one schedule covering every device: make and model, owned or leased, lessor and payoff, the resale or transfer clause, any recertification requirement and fee, and the service contract. Add your injectable supplier accounts to the same list. Allergan ties a new account to a named paying entity and a named medical director, and Evolus's terms for practices in its rewards program say those rewards cannot be transferred or assigned for any reason. Ask each supplier how an ownership change works, and do not count supplier rewards or program status as something you are selling unless the supplier confirms in writing that it transfers.

Med spas: document the medical side

Under the SBA rules effective October 1, 2026, a business that needs professional licenses to operate is eligible only if its ownership structure meets state requirements, and the lender must document that in the loan file. The SBA uses med spas as its example. Many states prohibit the corporate practice of medicine, so med spas often operate under a medical director or physician practice management agreement, and in a sale that arrangement must be transferred or restructured to comply with state law, according to the law firm Spencer Fane.

In Texas, for example, a physician may delegate cosmetic procedures only after approving the business's written orders in writing or writing their own, and the orders must identify the delegating physician, patient screening criteria, appropriate care and procedures for complications and emergencies. Gather the medical director agreement, any management services agreement with an MSO, the signed orders and protocols, current licenses for every injector and nurse, and patient charts. Have healthcare counsel in your state review the structure before a buyer's counsel does. The guide to selling a med spa covers ownership rules and how platform deals are paid.

Months 3 to 1: online accounts, payments and the data room

Google advises transferring primary ownership of your Business Profile to the new owner when you sell, so information such as reviews is kept. Only the primary owner can transfer it, and the new owner must wait 7 days before managing all features. BizBuySell lists a strong online presence, social media following and marketing metrics among the factors that improve a beauty and personal care business's multiple. For a spa, the reviews that name your injectors and treatments are part of that presence. Check now that you hold primary ownership, not a former manager or the agency that set the profile up.

If memberships bill a card on file through your booking software, plan that handover early. Zenoti's help documentation, for example, tells a new owner to start identity (KYC) verification at least 4 to 7 days before handover, says payment processing is unavailable until it is complete, and says refunds on invoices from the previous merchant account are not allowed. That process is specific to Zenoti Payments. Ask your own vendor how an ownership change works, and settle in the purchase agreement who handles a refund on a package you sold before closing.

Finally, put the reconciled books, the lease, provider agreements, the license list, the device schedule and the medical documents in one data room. Spencer Fane also advises med spa sellers to keep corporate records current and to check employment contracts for non-compete, non-solicitation and change-of-control clauses. The spa due diligence checklist lists what buyers and SBA lenders ask for, and how to sell a spa business covers what happens once you go to market.

How do you know it is time to sell your spa?

Any of these is a reason to start the preparation year now.

• You want out of the treatment room, and the spa already runs a normal week without you in it.
• Your lease is coming up for renewal. Moving would mean rebuilding treatment rooms and any wet areas, so you will sign a long commitment either way, and a renewal negotiated with a sale in mind is easier to hand to a buyer.
• A major laser or body-contouring device is near the end of its life, and you would rather the next owner choose its replacement.
• Your medical director plans to step back, so the supervision arrangement has to change anyway.
• A top injector or therapist wants equity or is talking about opening their own place.
• A platform, MSO or competing spa has called about buying you. Treat the call as information, and get your own valuation before you give anyone a number.

Signs to wait

• You just lost your lead injector, your medical director or your busiest therapist. Give the replacement time to rebuild a book.
• Your best year was built on a prepaid package promotion, and it shrinks once those sales are counted in the months the treatments were performed.
• The lease is short, the landlord has not agreed to extend it or consent to an assignment, and your treatment rooms cannot move with the business.
• A large share of revenue comes from one treatment whose rules or supply are changing.

If your spa sits on both lists, for example a strong year built on a prepaid package promotion and a lead injector talking about opening their own place, a valuation can help you weigh which problem costs more. Estimate a range in two minutes, or get a free valuation of your spa.

Sources

All sources accessed September 29, 2026.

1. BizBuySell (CoStar Group), Undated
2. BizBuySell (CoStar Group), Undated
3. U.S. Small Business Administration, SOP 50 10 8.1 (Section A, Ch. 3, Occupancy and Leasing), 2026-09-25
4. American Med Spa Association (Adam Reinebach, CEO), 2026-03-10
5. International Business Brokers Association and M&A Source, 2026-08-25
6. BizBuySell (CoStar Group), Q2 2026 Insight Report
7. International Business Brokers Association and M&A Source, 2026-02-24
8. American Med Spa Association, 2026-05-15
9. U.S. Small Business Administration (Information Notice 5000-880695), 2026-08-14
10. VMG Health (Lukas Recio, CPA and Jacob Mullen, CPA), 2025-06-11
11. BizBuySell (Shelly Garcia), Undated. Accessed 2026-09-29.
12. American Med Spa Association (Adam Reinebach, CEO), 2026-03-10
13. BizBuySell (CoStar Group), Undated
14. Federal Trade Commission, Accessed 2026-09-29
15. California Legislative Information (Business and Professions Code 16600.5), Added by Stats. 2023, Ch. 157 (SB 699), eff. 2024-01-01
16. Texas Legislature (SB 1318, enrolled; Bus. & Com. Code 15.501), Effective 2025-09-01
17. U.S. Department of Labor, Wage and Hour Division (Fact Sheet #20), Revised July 2008
18. Texas Department of Licensing and Regulation, Not dated on page
19. Texas Department of Licensing and Regulation (Form MAS-LIC-005), Form rev. June 2026
20. The Florida Senate (Florida Statutes 477.025), 2025 Florida Statutes
21. The Florida Senate (Florida Statutes 480.043), 2025 Florida Statutes
22. California Board of Barbering and Cosmetology, Not dated on page
23. Florida Department of Health (Rule 64E-16.011, F.A.C.), PDF posted Oct 2025
24. Legal Information Institute (21 CFR 1301.52), Current CFR as accessed 2026-09-29
25. American Med Spa Association (Patrick O'Brien, JD), 2022-03-22
26. American Med Spa Association (Alex R. Thiersch, JD), 2019-10-28
27. Allergan Aesthetics (AbbVie), Not dated on page
28. Evolus, Inc., Effective 2025-08-01
29. Spencer Fane LLP (Crystal L. Howard, Hillary R. Martel), 2025-08-19
30. Legal Information Institute (22 Tex. Admin. Code 169.27), Eff. 2025-01-09
31. Google Business Profile Help, Accessed 2026-09-29
32. Zenoti, Not dated on page