How to sell a small business without a broker

If you have spent twenty or thirty years building something, being turned away by the people whose job is to sell businesses feels like a verdict on the business. It is not. It is arithmetic, and the arithmetic is theirs, not yours.

Why the broker said no

A business broker works on a success fee: a percentage of the sale price, paid only if the sale closes, usually with a minimum fee attached. That model asks the broker to fund several months of work — packaging, marketing, fielding a great many unserious inquiries, then holding a deal together through financing and diligence — against a payment that may never arrive. Below a certain deal size, and where that line sits varies by firm and by region, the percentage simply does not cover the months. So they decline, or they quote a minimum fee that would take an unreasonable share of what you are trying to walk away with.

None of that tells you anything about whether your business is saleable. A profitable landscaping company with route density and renewing contracts is an attractive purchase whether or not a broker chose to represent it. What the refusal does tell you is that the work the broker would have done still has to be done. By you.

What a broker actually does, unbundled

It helps to separate the role into jobs, because they are not equally hard and they do not all require a licensed professional. Some you can do in a weekend. One of them you should not attempt at all.

The order of operations

The single most common mistake is starting at the marketplace. Owners post a listing on a Tuesday evening because it feels like progress, and then spend three months answering questions they are not ready to answer, with a price they chose from a feeling. By the time the books are straight, the buyers who saw the listing first have gone elsewhere and the listing looks stale. Work in this order instead.

1. Get the books into a state a stranger can read

Three years of tax returns, three years of profit-and-loss statements, and the current year to date. If personal spending runs through the business — and in owner-operated businesses it nearly always does — identify it now, line by line, rather than hoping nobody looks. Buyers are not shocked by a truck that is partly personal. They are shocked by an owner who cannot explain their own numbers. Messy records stop more sales than weak earnings do; that is worth reading twice.

2. Work out your SDE

Small businesses are bought on seller's discretionary earnings — the profit on the tax return with your own compensation and genuinely personal expenses added back, because a new owner will make their own decisions about those. It is arithmetic, not judgement, and you can do it yourself once somebody shows you which lines move. We have set out the whole calculation, with a worked example, in SDE explained.

3. Set a price you can defend with evidence

Published multiple ranges exist for most industries, sourced and dated, and they give you honest context for a conversation. They do not give you a price. The bands are wide — wide enough that the top of one is often double the bottom — and where a particular business falls inside a band depends on things a spreadsheet cannot see: whether revenue is contracted or goodwill-based, how many hours only you can cover, how long the lease has to run. Take the context, take your accountant's view, and choose. Then be able to say out loud why.

4. Assemble the diligence file before you need it

Deals rarely die at the offer. They die in the six weeks after it, when a buyer asks for a document that does not exist, or finds one that contradicts what they were told. Assembling that file in advance is the cheapest insurance available to you, and it is entirely within your control. The full list is in what buyers will ask for.

5. Write the package: blind first, full second

You need two documents. A blind summary — the business described accurately with nothing that identifies it, which is what goes into the marketplace and what any stranger sees first. And a full memorandum, released only after a confidentiality agreement is signed, which names the business and shows the detail. Writing the blind version properly is harder than it sounds: a town, a niche, and a founding year are frequently enough for a competitor to work out exactly who you are.

6. Post it in more than one place

The listing marketplaces are consolidated enough that a small number of accounts covers most of the audience, and one of them syndicates your listing onward at no extra cost. What each one charges an owner, and what posting actually involves, is set out in where to list a business for sale.

7. Screen the replies before you disclose anything

Most inquiries will not come from people who can complete a purchase. That is normal and not a reason for discouragement. A handful of questions asked early — are you buying for yourself, have you bought a business before, how are you funding it, have you spoken to a lender — separates the serious from the curious in one exchange. A genuine buyer will not be offended by any of them.

8. Hand it to your attorney at the offer

When someone puts something in writing, you stop being the person driving and start being the person advised. Everything from the letter of intent onward is legal work.

Confidentiality is not paranoia

Owners underestimate this until it goes wrong. If your staff learn the business is for sale from a supplier, you will spend the next month managing people instead of managing the sale, and you may lose the very employees a buyer is paying for. If your customers learn it, your competitors learn it a week later.

The defences are simple. Advertise blind. Use an email address and phone number your employees cannot access. Release the full memorandum only after a confidentiality agreement is signed. Tell your staff on your own schedule, in your own words, at the point you choose.

The part you should not do yourself

The purchase agreement, the letter of intent, any promissory note if you finance part of the price, non-competition terms, and the closing mechanics are legal documents with consequences that land years later. They are drawn up by a licensed attorney in your state, and the cost of that is small against the sums involved.

ExitKit does not prepare any of those documents and does not intend to. We are not a law firm. What we do instead is make the handoff cheap: the packet we produce summarises the business, the proposed transaction, and the documents you have already assembled, so your attorney and your accountant can begin work without an hour of interview first. You pay a professional for judgement, not for taking a statement.

What doing it yourself actually costs

Be honest with yourself about the total, because "no commission" is not the same as "free". You will pay the listing marketplaces directly, monthly, for as long as your listing runs — and small businesses commonly take several months to sell. You will pay an attorney to paper the deal. You may pay your accountant for a few hours over the add-back schedule and the tax consequences of how the price is allocated, which is money extremely well spent. And you will spend your own evenings on it.

Against that, the fee you are not paying is a percentage of everything you built. That is the trade, and for a business a broker declined to represent it is usually not a close call.

When a broker is still the right answer

We would rather say this than have you find out later. If a reputable broker will take your listing on terms you can live with, take it — an experienced intermediary who holds a deal together through financing is worth the fee on a business large enough to bear it. Go to a broker, or an attorney first, if the sale is contested between partners, if it is driven by a divorce, an estate, or a creditor deadline, if your industry requires a regulated transfer you have never navigated, or if you know you have neither the time nor the temperament to answer a stranger's questions about your own numbers for six months.

And read the honest odds before you start. Not every business that is listed sells, whoever lists it. Knowing why in advance is what lets you fix the things that are still fixable.

Where ExitKit fits

We prepare the package. You answer a guided set of questions about the business, and we produce the SDE workbook with the arithmetic shown, the readiness assessment, the full and blind memoranda, the one-page teaser, the listing copy fitted to each marketplace's fields, the diligence checklist, and the handoff packet for your advisers. It is a flat fee — never a commission — and it is the same fee whether your business sells for fifty thousand or five hundred.