How to sell my business in the nine steps brokers follow

Most owners sell a company once in their life, while the buyer, the lender and the broker across the table have done it many times. That gap is where value leaks: a price set by gut feel, financials that do not survive due diligence, a letter of intent signed without a working capital clause, a lease nobody checked until the week before closing. If you are asking how to sell my business and keep what you built, the answer is a process, and it is the same nine steps experienced business brokers follow on Main Street deals between a few hundred thousand and a few million dollars. This guide walks through each step, what it costs in time, and where sellers most often make expensive mistakes. When you are ready to sell my company, you can list your business and get a value range in a minute, or see what business brokers charge first.

The nine steps of selling a business at a glance

A typical sale of a privately held US company takes six to twelve months from the decision to the wire transfer, and preparation done before listing usually shortens the back half. Here is the full sequence before we go through it in detail.

• Prepare the company and your financial records
• Set a realistic price from recast earnings
• Choose a business broker or decide to sell by owner
• Build the offering package and a secure data room
• Market the business confidentially behind an NDA
• Qualify buyers and hold management meetings
• Negotiate and sign the letter of intent
• Support due diligence and the buyer's financing
• Sign the purchase agreement, close and hand over

Prepare the company and set a realistic price

Buyers pay for earnings they can verify and transfer. Start twelve to twenty four months before you want to sell if you can. Clean up the books so tax returns, profit and loss statements and bank deposits tell the same story. Stop running personal expenses through the company, or at least document each one so it can be added back. Reduce your own role in daily operations, because a business that depends on the owner for every sale or every customer relationship sells for less, or only with a long earnout. Then put a number on it. Small companies are usually priced on a multiple of seller's discretionary earnings (SDE), larger ones on a multiple of EBITDA. Our guide on how to value a small business explains recasting and add-backs, and the business valuation formula article shows a full worked calculation. For a fast first range, the business valuation calculator gives you a low, mid and high value in about a minute.

• Three years of tax returns and financial statements that reconcile with each other
• A written list of add-backs with receipts or ledger references
• Key contracts, leases and licenses checked for assignment clauses
• A realistic view of what a buyer would have to invest after closing

Choose a business broker or sell it yourself

A licensed business broker earns a success fee, commonly in the range of 8 to 12 percent on Main Street deals, often with a minimum fee, and on larger lower middle market deals the percentage usually steps down as the price rises. Some brokers also charge an upfront marketing or valuation fee. In return you get pricing experience, a buyer network, a confidential marketing process and someone who keeps the deal moving when emotions run high. Read the engagement agreement carefully: the term (often six to twelve months), the tail period during which the broker is still owed a fee if a buyer they introduced closes later, and whether the listing is exclusive. Selling by owner can make sense for a smaller company with a clear buyer pool, such as an employee, a competitor or a supplier, and an owner who has time to run the process. The guide to businesses for sale by owner covers what you take on when you list it yourself. If you want help, CompanyBrokers matches owners with business brokers by state and industry, and each broker profile shows the states and industries they cover.

Build the offering package and the data room

Serious buyers decide in minutes whether to read further, so the materials matter. Brokers prepare three layers. First, a blind teaser that describes the business without naming it: industry, region, revenue, SDE, asking price and reason for sale. Second, a confidential information memorandum (CIM) that tells the full story: history, customers, staff, operations, growth opportunities and recast financials. Third, a data room with the documents that prove every claim in the CIM. Build the data room before the first buyer asks for it. When documents arrive in batches over weeks, buyers lose momentum and start to wonder what is missing. Our selling a business checklist lists what buyers request, and the secure data room on every CompanyBrokers listing keeps those files behind a signed NDA with access you control per buyer.

Market the business confidentially to qualified buyers

Confidentiality protects your staff, customers and suppliers from hearing about the sale before you are ready. A blind listing reaches a wide pool of buyers without revealing your name. Every inquiry should then pass two gates before the buyer sees anything sensitive: a signed non-disclosure agreement and evidence that the buyer can actually fund the purchase, such as bank statements, a lender prequalification or a fund commitment. On CompanyBrokers both gates are built into every inquiry, so a seller reviews buyers who already signed and showed proof of funds instead of a list of email addresses. Listings carry structured financials (revenue, SDE, asking price, multiple and reason for sale), which filters out buyers who are looking for a different size of deal.

• Strategic buyers, such as competitors or companies in adjacent services, who may pay for synergies
• Individual buyers, often financing with an SBA loan and some savings
• Search fund operators and independent sponsors backed by investors
• Private equity add-ons for larger companies with a strong second layer of management

Qualify buyers and negotiate the letter of intent

After a buyer reviews the CIM, the next step is usually a call and then a site visit with the owner. Treat these meetings as interviews in both directions. Ask how they plan to finance the deal, what they intend to change, and whether they have closed an acquisition before. When a buyer is ready, they submit a letter of intent (LOI). Most LOI terms are non-binding, but the outline they set is very hard to renegotiate later, so read it as carefully as the final contract.

• Price and structure, including cash at closing, a seller note and any earnout
• Asset sale or stock sale, which drives your tax bill and the buyer's depreciation
• Working capital target and what happens to cash, receivables and inventory
• Length of exclusivity, commonly 60 to 90 days, during which you stop talking to other buyers
• Your transition period, consulting role and the scope of any non-compete
• Conditions such as financing approval, lease assignment or franchisor consent

Get through due diligence and buyer financing

Due diligence is where unprepared deals die or get repriced. The buyer and their advisers verify revenue against bank deposits and tax returns, test your add-backs, review contracts, check for liens and lawsuits, and on larger deals often commission a quality of earnings (QoE) report. If the buyer is using an SBA loan to buy a business, the lender orders its own business valuation and reviews the debt service coverage, and the timeline usually runs 60 to 90 days from a signed LOI. Answer requests quickly and completely, keep running the company as if no sale were happening, and tell your broker early about anything a buyer might find on their own. A problem disclosed by the seller is a negotiation point. The same problem discovered by the buyer becomes a trust issue that can end the deal.

Close the sale and hand over the business

The final documents are usually an asset purchase agreement or a stock purchase agreement, plus a bill of sale, assignment of the lease and contracts, a promissory note if you are carrying part of the price, a non-compete and an employment or consulting agreement for the transition. Expect negotiation on representations and warranties, indemnification caps and any escrow or holdback. Both sides in an asset sale file IRS Form 8594, which allocates the purchase price across asset classes, so agree on the allocation with your accountant before signing because it drives how much of your gain is taxed as capital gain or as ordinary income. After closing, a structured handover is not optional. Most buyers expect thirty to ninety days of training, introductions to key customers and suppliers, and availability by phone for some months after that.