How to Sell My Business Without a Broker

What You Save — and What You Give Up

Business brokers typically charge 8–12% of the final purchase price as their commission, with a minimum floor around $15K–$25K on smaller deals. On a $1M sale, that is $80K–$120K walking out the door. On a $2M sale, $160K–$240K.

What you get for that commission: a prepared CIM (Confidential Information Memorandum), access to the broker's buyer network, screening of unqualified buyers, and deal negotiation support. For sellers who have already done most of that preparation work, or who are selling to a known buyer — a competitor, a key employee, a family member — the broker's marginal value may not be worth the fee.

What you give up without a broker: access to their proprietary buyer database, a layer of emotional distance from the negotiation, and experience managing the process. The sellers who successfully close without a broker are typically those selling established, profitable businesses with clean financials to a buyer pool that is willing to find deals directly. If your business has complex liabilities, regulatory issues, or requires significant buyer education, professional representation is worth more.

Step 1: Get Your Valuation Right Before You List

The most common seller mistake is listing at an unrealistic price and wasting months of their own time with buyers who are not serious. Before you list anything, calculate your adjusted EBITDA and apply the right industry multiple.

Start with three years of federal tax returns. Calculate unadjusted EBITDA (net income plus taxes, interest, depreciation, amortization). Then add back legitimate normalizing adjustments: excess owner compensation, personal expenses run through the business, one-time non-recurring costs. The result is adjusted EBITDA — the number buyers and lenders underwrite.

Apply the multiple range for your industry. Home services typically trade 3.5–6x EBITDA. Healthcare practices 4.5–8x. Professional services 4–7x. B2B services and IT 4–7x. Where in the range you land depends on your recurring revenue mix, management depth, and customer concentration.

For a detailed walkthrough of the calculation and the factors that put you at the top versus bottom of your range, the how much is my business worth guide covers the full valuation framework. Run your numbers through the Valuation Estimator to get an industry-calibrated range before you post anything.

Step 2: Prepare Your Marketing Package

Without a broker, you are the one producing the CIM — the document that tells the business's story to prospective buyers. You do not need a 50-page investment memorandum. You need a clear, honest business summary that answers the questions every serious buyer will ask.

Your marketing package should include: a one-page business summary (revenue, EBITDA, years in operation, headcount, location), three years of tax returns, a trailing twelve-month P&L, your add-back schedule with documentation, an explanation of the business model and how revenue is generated, customer overview (concentration, contract status, retention), and a brief description of operations and the team.

Keep it factual. Buyers have seen hundreds of seller-prepared packages and can spot inflated descriptions immediately. A clean, honest summary that matches the financials builds trust and moves deals faster than marketing language that does not hold up in diligence.

Do not include the business name in the initial package. Use a non-disclosure agreement (NDA) before revealing the specific business to any buyer. Your M&A attorney can provide a standard NDA template.

Step 3: Find Buyers Without a Broker

The broker's primary value is buyer access. Without one, you need a multi-channel approach.

**FSBO listing platforms.** BizBuySell, BizQuest, and BusinessesForSale.com all accept direct seller listings. BizBuySell is the highest-traffic platform and charges $50–$70/month. A good listing with verified financials on BizBuySell attracts qualified buyers regularly.

**Direct outreach to strategic buyers.** Competitors, suppliers, or customers in your industry who would benefit from owning your business are often the highest-multiple buyers. A direct, confidential letter to three or four strategic prospects costs nothing and sometimes produces the best outcome.

**Your industry network.** Attorneys, CPAs, and bankers who work in your industry often know buyers actively looking in your space. A conversation with your business banker or accountant about your exit plans costs nothing and can surface introductions.

**Search fund operators and acquisition entrepreneurs.** Individuals looking to acquire a first business are increasingly organized through search fund communities, LinkedIn, and acquisition-focused networks. They are often motivated buyers who move quickly and do not require broker introductions.

For a detailed playbook on finding off-market buyers and generating deal flow without intermediaries, the off-market deal flow guide covers the outreach strategies acquisition buyers use — which works equally well from the seller's side.

Step 4: Letter of Intent and Deal Structure

When a buyer is serious, they will submit a Letter of Intent — or you will need to generate one. The LOI is a non-binding (mostly) document that establishes the key terms before both parties invest in due diligence and legal work.

Key LOI terms to negotiate: purchase price and structure (all cash, SBA-financed, seller note, or earnout), due diligence period and exclusivity window, working capital target, seller transition period, non-compete terms, and any significant contingencies (SBA approval, lease assignment, license transfer).

Seller notes — where you carry part of the purchase price as a loan the buyer repays over 3–7 years — are common in FSBO deals and can make the deal easier to close. They also signal to buyers that you believe in the business's forward performance. For context on how seller notes are structured and what terms are typical, the seller financing guide covers the mechanics in detail.

If you need to generate an LOI, the LOI Generator produces a complete, professional Letter of Intent with deal structure, contingencies, and non-compete provisions in under two minutes.

Step 5: Due Diligence and Closing Without a Broker

Due diligence is the 30–60 day period after LOI signing where the buyer verifies your representations. Without a broker managing document flow, you need to be organized and responsive.

Create a virtual data room — a shared folder (Google Drive or Dropbox works fine) — and load it with: three years of tax returns, P&Ls and balance sheets, accounts receivable/payable aging, customer contracts, equipment lists, employee roster and compensation, and any material contracts (leases, vendor agreements). Organize by category. Buyers who get documents quickly and clearly organized close faster.

The two professional advisors you need regardless of whether you use a broker:

**An M&A attorney** to draft the purchase agreement and handle the closing. This is non-negotiable. Purchase agreements are complex documents with reps and warranties, indemnification clauses, and escrow provisions that a business attorney (not a general practice attorney) needs to handle. Budget $5K–$15K for legal.

**A CPA or financial advisor** to review the purchase agreement's tax implications — asset sale vs. stock sale, installment sale treatment for seller notes, state tax consequences. A single session with a tax-focused CPA before signing can save material amounts.

For the complete due diligence process from the buyer's perspective — which tells you exactly what an experienced buyer will be looking for in your documents — the due diligence checklist for buying a small business is worth reading before you go to market.