How to Sell a Small Business Without a Broker (Step by Step)

Congratulations, someone wants to buy your business! Now, you have two options: hire a broker to deal with the negotiations and paperwork or learn how to sell a small business without a broker, keeping a higher percentage of your profits.

This article will cover several key aspects of selling your business:

When you’re finished reading, you’ll have a good understanding of how business 💼 sales work and where to find advanced resources on specific parts of the process.

I am not a legal professional, accountant, or business sales broker. This article is only meant to give you a basic understanding of how to sell a business, not to replace professional legal or financial advice. If you choose to sell your business without a broker, please still seek legal counsel to draft and finalize contracts.

When it’s beneficial to sell without a broker

The first thing you need to understand is what brokers do and what you’ll be required to do on your own if you decide not to hire one.

A business broker 🤝 is someone who helps you understand the value of your business, vet potential buyers, negotiate the terms of your sales contract, and transfer your business to its new owner once the sale is complete. They also make sure your sale follows local laws and regulations. In most cases, they don’t charge anything up front; they take their fees from the sale itself.

Pros and cons of HIRING a business broker

Pros 👍

They can help you understand the market and typical values for businesses like yours

They’re versed in local laws and regulations around business sales and can help you keep things legal

They know what clauses to look for in contracts to make sure you’re protected AND that you get the best deal possible

They can help you find buyers if you don’t have one lined up

They know what to look for when vetting potential buyers

Cons 👎

You’ll spend a lot of money; many brokers will take 10-12% of the sale total

Finding a qualified broker can take several months and multiple interviews with potential brokers

If you work in a specialized industry, you might actually know more about the market values for similar businesses than they do

Pros and cons of selling your business WITHOUT a broker

Pros 👍

You keep all the money from the sale

You can research the market and laws instead of looking for a broker

Cons 👎

You need to do a lot of research to understand your business value, the existing market, and local laws and regulations

You have to do all the paperwork yourself

So, should you hire a broker?

You should learn how to sell your small business without a broker if:

On the other hand, you should hire a broker if:

How to sell a small business without a broker

Still want to sell your business on your own? You can do it 😎 with this five-step process:

1. Make sure your financial records are buyer-ready

You’ll need to have a firm grasp of your business’s financial position over the past few years in order to establish its value properly. Plus, once negotiations start, your buyer will review those documents with their CPA. You want to make sure it’s easy for them to get the information they need and process your documents ahead of the sale.

👉 There are five types of documents the buyer will want to look at before they make their first offer:

Once an offer is discussed, a 30-day period of due diligence begins, during which the buyer will want to look at all the financial documents for your business. This includes things like receipts, invoices, and leases. We recommend working with a CPA to get these documents organized in a buyer-friendly manner.

👉 For more information on how to organize your financial documents, check out Morgan & Westfield’s guide to preparing financial documents for a business sale.

2. Valuate your business

Valuating your business establishes what its overall value is to buyers.

👉 There are a couple of ways to do this:

Either way, remember that valuation is just a guideline. Your buyer is, in the end, the one who determines the value of your business when they decide what they’re actually willing to pay. The buyer is also looking to make a profit, which means that the amount they’re willing to pay will typically be somewhat less than the estimated value. Go into negotiations with an understanding of how much you’re willing to compromise on price.

3. Qualify potential buyers

This next step might not seem important if you’ve already got a buyer lined up, but interest isn’t enough to run a successful business. Moreover, you owe it to the business you’ve built, your own reputation as a business owner, and any employees you have to make sure that the person buying your business is qualified to run it going forward.

👉 There are a few questions you should ask right when an offer is made:

In most instances, buyers will need to finance some portion of the purchase through a loan. Don’t be shy about asking what loan they’re going to use and whether they’ve been pre-qualified for that loan.

Have they run a business before? Do they have the technical and managerial experience needed to make it work? Do they understand your industry well enough to work in it? Ask these questions upfront and don’t be afraid to ask for a resume to confirm it.

If the buyer doesn’t intend to keep the business running long-term or isn’t interested in keeping your current employees during the transfer, you might want to find a different buyer.

Vetting your buyer with these questions can help you ensure that your business is in good hands going forward.

4. Draft and sign a Letter of Intent

A Letter of Intent (LOI) is a document that establishes a buyer’s intent to purchase a business, along with the terms and conditions of the sale.

👉 There are several key things to include in an LOI:

An LOI may also be preceded by a confidentiality agreement to keep the details of the sale private. Check out the BDC guide to LOIs for more information. You can also find Letter of Intent templates online, though I strongly recommend working with a lawyer to draft this document.

5. Negotiate and finalize the sale

Now that you have a basic structure laid out for the sale, it’s time to negotiate the details in a Definitive Agreement. This is a larger legal document that finalizes the details of the purchase and transfer of ownership, including:

Definitive Agreements are also often supported by a variety of other documents, such as non-compete agreements and lease or rental agreements for any property being transferred.

Due to the complicated nature of Definitive Agreements and supporting documents, you’ll need to work closely with both your own attorney and the buyer’s attorney at this stage. This will ensure that all of the terms are fair and also compliant with local laws and regulations.

Your step-by-step business sale plan

Skipping the broker when you sell your small business can help you make the highest possible profit from your business sale, especially if you already have a buyer lined up. However, even with a buyer, you’ll need to do a lot of work 🧑‍💼 to make the sale run smoothly. Here’s a template plan that you can use when closing the deal:

Most of all, be sure to take your time and do the paperwork properly, with the help of a lawyer and CPA where applicable.