How to Prepare Your Business for Sale Without a Broker
Selling a business doesn't require a broker. More owners are choosing to handle their own exit, keeping commissions and maintaining control over the process. But preparing your business for sale without a broker means doing the legwork yourself—which is entirely doable if you know what buyers actually need to see.
This guide walks you through the essentials: what documents matter, how to organize your financials, and how to present your business in a way that attracts serious buyers. You'll spend time instead of money, and you'll understand your business deeply by the time you're done.
Start with Your Financial Story
Buyers don't care about your revenue alone. They care about what money actually stays in the business—and that means understanding your SDE (Seller's Discretionary Earnings).
Before you even think about a listing, pull together:
- Last 3 years of tax returns (personal and business)
- Last 12 months of bank statements
- Profit-and-loss statements (monthly, if you have them)
- A list of add-backs — owner's salary, one-time expenses, personal expenses run through the business, owner's vehicle, etc.
Why? Because buyers will want to verify that the earnings you're claiming are real and repeatable. If you've been running personal expenses through the business, now is the time to document exactly what those are and their amounts. This transparency actually builds credibility.
A practical tip: organize these documents in a single folder, labeled by year and type. When a buyer asks for something, you're not scrambling.
Clean Up Your Books (Even a Little)
You don't need perfect accounting, but you do need honest accounting. Buyers and their advisors will dig into your records. Inconsistencies raise red flags—not because you're hiding something, but because it slows down due diligence and makes the deal harder to close.
Before you prepare your business for sale, consider:
- Reconciling your bank accounts for the last 12 months
- Documenting any large or unusual transactions
- Clarifying which expenses are truly business expenses and which are owner add-backs
- Fixing any obvious errors in your accounting software
You don't need to hire an accountant to restate three years of books. But if your records are a mess, a few hours of cleanup now saves days of explanation later.
Gather the Operational Documents Buyers Will Ask For
Beyond financials, buyers want to understand how your business actually works. Create a folder for:
- Customer and supplier lists — anonymized is fine for now, but show concentration and stability
- Contracts and agreements — leases, vendor contracts, customer agreements, employment contracts
- Licenses and permits — business license, industry-specific certifications, insurance policies
- Intellectual property — trademarks, domain names, proprietary processes or software
- Employee information — headcount, roles, compensation, any key-person dependencies
- Technology and systems — what software you use, who has access, any data security measures
- Litigation or regulatory history — if there's nothing, say so; if there is, be upfront
The goal isn't to hand everything over immediately. It's to know what you have and be ready to share it under an NDA once a serious buyer appears.
Write a Clear Business Description
Before you list your business, write down what you actually do—in plain language, not marketing fluff. Include:
- What products or services you sell
- Who your typical customer is
- How long you've been in business
- What makes your business different (if anything)
- Current revenue, customer count, and growth trajectory
- Why you're selling
This becomes the foundation for your teaser, listing, and confidential information memorandum. It also forces you to think clearly about what you actually own—which is valuable whether you sell or not.
Understand Your Asking Price (and Market Context)
Without a broker, you set the price. That's freedom, but it's also risk. Price too high, and you'll get no inquiries. Price too low, and you leave money on the table.
Most small businesses sell for 2–5 times their SDE, depending on industry, growth, and stability. Some sell for more; some for less. Before you commit to a number, research:
- What similar businesses in your industry have sold for (look at BizBuySell, local business brokers, industry forums)
- Whether your business is growing, flat, or declining
- How dependent the business is on you personally
- Whether you have recurring revenue or long-term contracts
Your asking price should be defensible. You'll explain it to buyers, and if it's way off market, you'll know quickly.
Create Your Confidential Information Memorandum (CIM)
A CIM is a formal document that tells your business's story to qualified buyers. It includes:
- Executive summary (1 page)
- Business description and history
- Market opportunity and competitive positioning
- Financial overview (last 3 years, with SDE calculation)
- Customer and revenue breakdown
- Operations and management
- Growth opportunities and risks
You don't need to write this from scratch. A template-based approach works fine, and tools like ExitKit can generate a professional CIM from your financials and business details in minutes—saving you the writing and formatting work.
Create a Teaser (or Business Summary)
Before you share the full CIM, you'll want a one-page teaser that describes the business without naming it. This is what you send to prospects who express interest but haven't signed an NDA yet.
A good teaser includes:
- Industry and business type
- Revenue and EBITDA/SDE (range is fine)
- Key strengths
- Asking price
- Why it's a good opportunity
Think of it as your elevator pitch on paper.
Decide Where and How to List
Without a broker, you have options:
- BizBuySell — largest business marketplace, reaches many buyers, but also charges a fee per listing
- Your own website or landing page — free, but requires you to drive traffic yourself
- Industry-specific marketplaces — if you're selling a restaurant, salon, or e-commerce store, there are niche sites that work well
- Social networks and forums — tell people you know; word-of-mouth still works
- Local business brokers' websites — some allow owner-represented listings
Most successful DIY sellers use a combination: a professional listing on one or two marketplaces, plus a clean page on their own site or a simple hosted listing, plus personal outreach.
Prepare for Due Diligence
Once a buyer makes an offer, they'll want to verify everything you've told them. That means:
- Bank statements and tax returns (again, in more detail)
- Customer contracts and references
- Supplier agreements and pricing
- Employee and payroll records
- Lease agreements and landlord consent
- Insurance policies and claims history
- Anything that affects the business's ability to operate or generate profit
If you've organized everything as described above, due diligence is just a matter of sharing what you already have. If not, you'll spend weeks gathering documents and answering questions.
Know When to Hire Help
Preparing your business for sale without a broker doesn't mean doing everything alone. Consider hiring:
- A CPA or bookkeeper — to review your financials and help with SDE calculations
- A business attorney — to review contracts, prepare a purchase agreement, and handle closing
- An accountant or M&A advisor — if you want a second opinion on valuation
These aren't free, but they're far cheaper than a broker's commission (typically 10% of the sale price). And you're paying for expertise where it matters most.
Bring It All Together
Preparing your business for sale without a broker is a project, not a sprint. Start by getting your financials clear, then gather your operational documents, then write your business story, then create your listing materials.
The whole process typically takes 4–8 weeks if you work steadily. You'll end up with:
- A clear understanding of your business's financial performance
- Professional documents that attract serious buyers
- A realistic asking price
- Everything you need for due diligence
- Money saved on commissions
If you want to speed up the documentation part—especially the CIM, teaser, and listing copy—tools like ExitKit can generate these from your financials and business details, so you're not starting from a blank page.
The key is starting now. The longer you wait, the more rushed you'll feel when a buyer appears. And the better prepared you are, the faster and smoother your sale will go.
