Does a broker agreement survive a change of owner?

Not on their own. Under MTM's standard provider agreement, new owners, a changed FEIN, or a different legal name all require a fresh agreement, and no part of it may be assigned unless MTM consents in writing. Every other broker and health plan sets its own terms. Get each payer's answer in writing and make its approval a condition of closing.

Can I keep billing under the seller's NPI and Medicaid number?

That turns on the structure and the state. When one transportation company acquires another in Illinois, the buying company has to obtain its own NPI and enroll in IMPACT as a new provider from the purchase date, and it cannot submit claims with the NPI of the company it bought. Washington ends the core provider agreement as of the day a sale changes the federal tax ID. If a stock purchase preserves the entity's numbers, the state still has to be told who the new owners are within 35 days.

Who owes Medicaid for billing problems from before the purchase?

If you buy the stock or membership interests, the company's debts to Medicaid are now yours. In an asset deal, state law decides. Florida makes the buyer answer for any overpayment the agency had already identified by the date of the change, preliminary audit findings included, and if nobody gave the 60-day notice, buyer and seller are jointly and severally liable for all of it. Texas requires the sale contract to name who pays. An escrow holdback protects you.

Can I use an SBA loan to buy a NEMT business?

Yes. An SBA 7(a) loan can finance a stock or an asset purchase. SOP 50 10 8.1 took effect October 1, 2026, for applications numbered from that day. For a first acquisition, the buyer puts in 10 percent equity or more, and the lender has no power to reduce it. The lender orders its own independent valuation, seller earnouts are not allowed, and the seller can stay only as a consultant, for 24 months at most including extensions.

Do the seller's dialysis and standing-order trips come with the company?

No payer promises them. MTM's agreement lets it hand any trip, recurring ones too, to whichever provider it chooses, and says no provider is entitled to any given rider or facility. Those trips continue only if each broker approves you and keeps sending them. Meet the facilities that book directly and find out how they choose a provider.

What do I do with the seller's employee I-9 forms?

USCIS gives an acquiring employer two options, and the one you pick applies to every acquired worker. Option A treats them all as new hires, with a new Form I-9 for each that lists the acquisition date as the first day of work. Option B keeps the seller's forms on file as continuing employment, and you take on liability for any errors or omissions already on them.

Buy a NEMT Business: Due Diligence and Contracts (2026)

A running NEMT company comes with two kinds of value. Some of it you can walk around and inspect: the vans, the drivers, the phone number riders already call. The rest lives in the seller’s legal entity and its owners, and that includes the broker agreements, the Medicaid enrollment, and the transportation license. Each broker and agency decides on its own terms whether those survive a sale. Price the company on the trips that will still be paid after closing, and turn everything else into a condition of the deal.

What the seller cannot hand you

Four parts of a NEMT company depend on somebody else’s approval.

Broker agreements. MTM’s standard contract, in the January 2023 edition on Pennsylvania’s human services website, requires a new agreement when the company changes owners, FEIN, or legal name. The provider has to report an ownership change to MTM immediately, and it cannot assign any part of the contract without MTM’s written consent.
The trips. Payers do not promise volume. MTM’s contract sets no trip minimum, allows MTM to move any trip, standing orders included, to another provider, and lets either side leave for convenience on a 30-day written notice. CareOregon’s February 2024 manual tells its brokerages the same thing from the other side: contracted providers get no set volume, and work goes out by service area, hours, vehicle types, service levels, rates, and performance.
Medicaid enrollment. An asset purchase usually means your company enrolls on its own. A stock purchase leaves the enrollment with the entity, but under 42 CFR 455.104 the state must get a fresh ownership disclosure no later than 35 days after the change.
Licenses. Some states do not let a transportation license change hands. New Jersey’s licensing rules for MAV and BLS ambulance services state that licenses cannot be assigned or transferred.

So before a letter of intent, phone each broker’s provider relations staff, ask how it treats a new owner, and get the reply in writing.

Screen the company before you make an offer

A short screen saves diligence fees on companies that would never pass. Ask for these answers up front, then walk away or reprice.

Early finding	Why it matters	What to do next
One broker sends most of the trips	The company’s value rests on a contract you must sign again, with no promised volume	Price on the payers you expect to keep, and speak with that broker first
An owner, manager, or driver is on an exclusion list	Federal health programs pay nothing for items or services an excluded person furnishes	Stop until it is resolved
Open audits, payment holds, or overpayment letters	Money the company already collected can still be taken back	Get every letter and plan an escrow
The office sits in an area under an enrollment freeze	A new provider cannot enroll there	Check whether your structure needs a new enrollment
Vans carry liens or lack lift service records	Titles will not pass cleanly, and inspections may fail	Get payoff letters and service history before closing
Driver files or credentials are incomplete	Trips by drivers a broker has not approved may go unpaid	Budget time to credential everyone under your new agreements

Location deserves its own check. Minnesota’s human services department is not accepting enrollments from new NEMT companies located in the Twin Cities’ seven metro counties, a pause extended through January 27, 2027. A deal there that depends on your company enrolling as a new provider cannot finish that step before the pause ends. How states run NEMT explains the program models, and each state guide covers local rules.

Asset purchase or stock purchase: the trade-off

An asset purchase buys a list of property and contracts. A stock or membership purchase buys the entity itself, including everything it did before you arrived. In NEMT, the choice sets a clean history against a quicker path to getting paid.

Issue	Buying the assets	Buying the shares or membership interests
When you can bill	After your own enrollment and broker credentialing	Often sooner where the state lets the enrolled entity carry on, though brokers such as MTM still want a new agreement
Old overpayments and lawsuits	Mostly the seller, subject to state rules such as Florida’s	You do
Your protection	A clear list of the liabilities you assume and those you exclude	Seller representations, an indemnity, and money held back in escrow
Drivers and office staff	You hire the drivers you keep as their new employer	Their employer stays the same

Illinois shows what a fresh enrollment costs in time. Its Medicaid agency treats any purchase of one transportation company by another as a buy-out. The acquiring company enrolls in the state’s IMPACT system as a new provider, with its own NPI, effective the day of purchase. The company that was sold cannot bill for any date of service after its enrollment ends, and prior approvals issued under its NPI that run past that date must be changed. Washington ends a core provider agreement on the day a sale changes the federal tax ID. Plan cash for a stretch when your vans run trips you cannot bill yet.

Taxes follow the structure. When assets that make up a business change hands, buyer and seller generally each attach Form 8594 to their returns, and the price is spread across seven asset classes. Vans and equipment usually sit in Class V, and goodwill in Class VII. Settle the split with your CPA before signing, because it moves both sides’ tax bills. See NEMT business taxes.

Diligence in four parts

Ask for source documents rather than summaries, and test each one against a second record.

Payers and trip volume

Monthly trip counts for the last two years, split by payer and level of service.
Every broker, health plan, and facility agreement, read for its assignment, ownership change, and termination clauses.
Broker scorecards and any corrective action plan. A falling count from one broker can signal a performance problem. CareOregon’s manual lists repeated last-minute reassignments among the reasons for returning trips that it will not accept, and a corrective action plan in response may cut the rides offered to that provider.
Names of the facility staff who book directly, so you can meet them before closing.

Concentration lowers value, because a trip book fed by one broker is riskier than the same dollars coming from several payers. NEMT payer mix explains how to weigh it.

Money that can still be taken back

Revenue is not final until the look-back period closes. MTM’s agreement allows it to recover overpayments by holding back later payments, requires complete records of operations for 10 years, and permits audits of trip logs and billing reports without notice. Ask for:

Claims, payment reports, denials, and 24 months of bank statements, so deposits can be tied to the books.
Every audit letter, payment hold, and overpayment notice, preliminary findings included.
A sample of paid trips, which you match yourself to trip logs and signatures.

State law adds reach. Florida holds the incoming owner responsible for overpayments the agency found by the date of the change, and makes both parties liable for all of it if nobody gave the 60-day notice. Texas asks for the signed sale contract, which must name the party liable for overpayments found later on pre-sale dates of service. What you find now is cheaper than a recoupment later. See Medicaid recoupment and passing a broker audit.

Owners and exclusions

State Medicaid agencies screen the provider, its owners and controlling parties, its agents, and its managing employees on the federal exclusion lists, monthly at minimum (42 CFR 455.436). Search the seller’s entity, its owners and managers, and each driver yourself on the OIG exclusion database, SAM.gov, and your state’s own exclusion list.

The screening reaches you as well. A state has to refuse or terminate enrollment when any person with a stake of 5 percent or more was convicted within the past 10 years of an offense tied to Medicare, Medicaid, or CHIP, unless the agency concludes, and documents, that denial is against the Medicaid program’s best interests (42 CFR 455.416). Check yourself and your partners before you spend on diligence. See the OIG exclusion list.

Vans, drivers, and credentials

Match each VIN to a title and look for liens. Read lift and ramp service records and recent inspections, and ask the insurer for loss runs that show accident history and open claims. Then plan to credential again. MTM’s contract lets it refuse payment for any ride that used a driver or van it has not approved, and after a sale that approval happens under your new agreement. The driver file checklist lists what each file should contain. Keeping the seller’s drivers also means choosing how to handle their Form I-9s.

Paying for it

Most purchases combine the buyer’s cash with a bank or SBA-guaranteed loan, and sometimes a note to the seller. SOP 50 10 8.1 governs SBA 7(a) applications issued a loan number from October 1, 2026 onward. SBA calls it an initial acquisition when the new majority owner was not already an owner or employee of the business, and these rules apply:

Equity. 10 percent of total project cost at minimum, and the lender may not lower it.
Seller note. Counted as equity only if the seller agrees to full standby, receiving nothing until the 7(a) loan is repaid, and capped at half of the required equity.
Valuation. The lender orders an independent valuation from an accredited appraiser. If the price is higher, your equity covers the difference.
Quality of earnings. At a business purchase price of $3 million or more, the lender also gets a quality of earnings report, which weighs customer concentration and contract continuity.
Cash flow. EBITDA of at least 1.25 times the total debt service after closing.
Term. Amortization of 10 years or less, except for any real estate in the deal.
Earnouts. Not allowed for the seller, though a seller may pay the buyer rebates tied to how the business performs.
The seller’s role. The seller must leave any officer, director, stockholder, or employee position, and may consult for the business for 24 months at most, extensions included.

Budget working capital apart from the price. Federal rules bar states from paying Medicaid claims to a factor (42 CFR 447.10), so Medicaid receivables are hard to borrow against. In an asset deal, rides run before closing are paid to the seller’s company, and your first deposits arrive only after your own claims are processed. MTM’s terms put payment of properly filed, undisputed invoices at 30 days after online submission. See NEMT business funding and NEMT cash flow.

Closing conditions and ownership filings

Make the approvals you need conditions of closing, and file every notice on its own clock. At minimum, 42 CFR 455.104 has the state learn of new owners within 35 days once ownership changes hands. Several states set earlier or stricter deadlines.

When	Who	What is required
At least 60 days before	Florida Medicaid	The seller gives notice and the buyer applies to enroll. The agency will not approve the buyer while debts owed to it remain unpaid and not covered by a written payment plan
At least 30 days before	New Jersey Department of Health (mobility assistance vehicles)	Report the proposed change. A new controlling owner must hold its own provider and vehicle licenses before running trips, and the old licenses are void if control moves before that
On the purchase date	Illinois Medicaid	The buyer enrolls with its own NPI and provider number
Within 7 calendar days	Washington Medicaid	Written notice of any ownership or control change, followed by a change of ownership form, the contract of sale, and the affected provider numbers
Within 30 calendar days after	Texas Medicaid	An enrollment application and a signed contract of sale that assigns liability for later-found overpayments
Immediately	MTM	Report the change, then sign a new agreement

The first 90 days

Track every notice against its deadline: state Medicaid, the licensing agency, and each broker and health plan.
Send NPPES any change to your NPI data within 30 days, the limit set by 45 CFR 162.410.
Credential each driver and van under the new agreements before it carries a paid trip.
Re-sign facility agreements, or collect written consent where a contract allows assignment.
Keep the seller’s trip records available for audits, and name the record holder in the purchase agreement.
While the fleets merge, take on only the work you are sure to cover, since a run of last-minute returns invites a corrective action plan.
Run both fleets under one policies and procedures manual.

For the other side of the table, selling your NEMT company walks through what a seller prepares.

Bringing the acquired fleet into HealthRide

An acquisition doubles the licenses, insurance cards, registrations, and inspections to keep current. HealthRide stores when each driver and vehicle credential expires, sends a reminder ahead of each one, and flags any trip about to be given to a driver or van whose credential has run out. Drivers also inspect their van from the app when every shift begins. See fleet and credentials.

Buying an existing NEMT company: due diligence, payer contracts, and ownership filings