Selling your business with or without a broker
A broker is genuinely useful in some sales and unnecessary in others. Here is what they do, what it costs, and how to judge which path fits your situation.
What a broker actually does
- Prepares a confidential information memorandum that presents the business to buyers
- Recommends an asking price and normalizes your earnings
- Markets the business, usually on listing platforms and through their own buyer list
- Screens inquiries, so you are not spending evenings with tire-kickers
- Manages the process: non-disclosure agreements, buyer questions, diligence requests
- Keeps negotiations at arm's length, which is worth more than owners expect
The real product is a competitive process. When several credible buyers are looking at once, the price is set by the market rather than by one buyer's opening offer.
What it costs
Main street brokers commonly charge a success fee of around eight to twelve percent of the sale price, often with a minimum fee. Lower middle market M&A advisors typically charge less on a percentage basis but add a monthly retainer or a work fee. Listing agreements usually run six to twelve months and include a tail period, meaning the fee is still owed if you sell to an introduced buyer after the agreement ends.
Read the tail clause and the definition of "buyer introduced by broker" carefully. It is the clause that most often surprises sellers who later sell on their own.
Side by side
| With a broker | Selling directly | |
|---|---|---|
| Cost | 8% to 12% success fee, sometimes a retainer | Legal and accounting fees only |
| Buyer reach | Broad, many buyers at once | Narrow, whoever you approach or who approaches you |
| Price pressure | Competition can raise the number | Depends entirely on the single buyer's discipline |
| Your time | Lower; the broker filters | Higher; you handle screening and diligence |
| Confidentiality | Managed, but the business is on the market | Fully contained between two parties |
| Speed | Slower, a structured process | Often faster with a prepared buyer |
| Best when | You have no buyer in mind and want a market test | A credible buyer already exists and fit matters as much as price |
When a broker is worth the fee
- You do not know who would buy your business
- You want several offers so you can compare structures, not just prices
- You have no appetite for managing a months-long process alongside running the company
- Your business is attractive and generic enough that many buyers will compete for it
- You would find it hard to negotiate directly with someone you will later hand the keys to
When selling directly makes sense
- A specific buyer has already approached you, and they are credible
- You care as much about what happens to the team as about the last five percent of price
- Absolute confidentiality matters; you do not want the business listed anywhere
- Your business is small enough that a percentage fee would take a meaningful bite out of proceeds
- You have an attorney and a CPA who will do the technical work regardless
If you sell directly, keep the two protections a broker would have given you: get a non-disclosure agreement signed before sharing financials, and never accept the buyer's attorney drafting the purchase agreement without your own attorney reviewing every line.
You can do both
Many owners take a first direct conversation with a buyer they trust before deciding whether to run a full process. Nothing is lost by having it. If the number and terms are not right, you list.
We are a direct buyer, so there is no fee on our side of the table and no listing. If you already have a broker, we are equally happy to work through them. Reach out either way.
Keep reading
- How much is my business worth?SDE and EBITDA multiples in plain language, and what moves your number up or down.
- Getting your business ready to sellWhat to fix in the 6 to 12 months before you talk to a buyer, from books to key-person risk.
- Selling a business in the Pacific NorthwestThe buyer landscape across Washington, Oregon, Idaho, British Columbia and Alberta.
Curious what a direct offer looks like?
There is no pitch and no obligation. A first conversation is simply a conversation, held in confidence.
