Selling your small business without a broker: what you actually have to do yourself

You can do this, but be honest about what you're buying for 10%

Short answer: yes, an owner of a business under about $1 million can sell it without a broker, and plenty do. A broker is not a secret vault of buyers. A broker is a project manager, a marketing department, and a buffer between you and a buyer who wants to grind you down on price. On a $600,000 sale at a 10% commission, that package costs you $60,000. Commissions in the small end of the market usually run somewhere in the 8% to 12% range as a rule of thumb, often with a minimum fee that makes small deals expensive.

What you can't skip is the work underneath. Most owners can do about 80% of a sale themselves. The 20% they skip "to save money" is the exact 20% that kills the deal: clean financials that survive diligence, real buyer screening, and a lawyer who has actually closed an asset sale.

I've been on both sides of this table. When I sold the bakery, I took the buyer calls myself, I structured the note myself, and I carried part of the price. I also learned the hard way what happens when the wrong people find out too early. Story first, principle second.

Three jobs nobody can take off your plate anyway

Here's the part people don't tell you: even with a broker, these three stay yours.

1. Telling the truth about the business. Every add-back, every customer that's 40% of revenue, every piece of equipment that's held together with hope. You know it. The buyer will find it. Better they hear it from you in week one than from a CPA in week six.
2. Confidentiality. Only you control who knows. A broker can hold names back, but they can't stop you from telling your lead tech over beers.
3. Answering the buyer's real question: "Does this thing still work when Todd leaves?" No third party can answer that. You answer it with documented processes, a number two who's actually running things, and a training plan you're willing to put in writing.

If those three are solid, the broker is mostly doing marketing and scheduling. If those three are a mess, no broker on earth saves you.

Get your books to where diligence can't reprice you

This is where DIY sales die quietly. You agree on a number in March, and by June the buyer's accountant has "adjusted" your earnings and the price drops 20%. Not because anyone lied. Because your books couldn't prove the story you told.

Assume a serious buyer asks for three years of tax returns, three years of P&Ls and balance sheets, a current-year interim, an aged receivables list, an equipment list, and copies of every lease and major contract. If it takes you five weeks to produce that, the buyer reads it as risk and prices it that way.

Do this before you talk to anybody:

• Reconcile everything. Bank, credit card, payroll. If your P&L doesn't tie to your tax return, write down the bridge in one page.
• Get personal expenses out, or list them cleanly. The truck your kid drives, the phone plan, the trip that was 60% golf. Those are add-backs, and add-backs only survive if you can hand over the receipt.
• Normalize your own pay. Buyers value on seller's discretionary earnings for small businesses, and small service companies commonly trade around two to three times SDE as a rough rule of thumb, though your industry and customer concentration move it a lot.
• Fix the ugly stuff you can fix. Rebid insurance. Cancel the software nobody uses. On discovery calls I read financials cold, and the fastest money I ever find is subscriptions and stale insurance. Every dollar you cut this year is worth a multiple of itself at closing.

Elephant, one bite. Give yourself six to twelve months of clean books before you list. That prep is the highest-paid work you'll do all year.

Where the buyer actually comes from around here

National listing sites are fine, and you can post on them yourself. But for a Greeley HVAC shop, a Loveland salon, or a Windsor machine shop, the buyer is usually already within 30 miles of your front door. Three lanes, in order of how often they close:

• A competitor one or two towns over who wants your route density, your crew, or your phone number.
• Someone already on your payroll. Your manager, your lead tech. They know exactly what they're buying, which shortens diligence dramatically. It also usually means seller financing, because they don't have the cash.
• A local buyer coming out of corporate with an SBA loan and a home-equity down payment. The SBA's 7(a) program funds business acquisitions up to $5 million, and most small-business buyers around here use it.

Which lane you're in changes everything about confidentiality. Telling a competitor you're selling is a business decision with real downside; they can call your customers Monday. Telling your staff too early is worse. I've watched an owner lose two techs in a month because "we're exploring options" turned into "the place is being sold" by the second coffee break. Talk to your CPA and your attorney first, a short list of qualified buyers second, and your team when there's a signed purchase agreement and a plan for what they get out of it.

Screen the buyer before you hand over a single number

This is the job brokers earn their fee on, and it's the one owners skip because it feels rude. It isn't rude. It's a favor to both of you.

Order of operations, every time:

1. Signed NDA first. Not a handshake. A signed one, with a non-solicit of your employees and customers in it.
2. Proof of funds or a lender pre-qualification letter. If they can't show you a bank statement or a letter from an SBA lender, they're a tourist. Ask early: "Are you paying cash, or financing? Which of those is your plan today?" Two options, let them pick. Never a yes-or-no question.
3. Teaser first, then the good stuff. A one-page blind summary of revenue range, margin, and market goes to anyone. Detailed financials, customer lists, and employee names go only after NDA plus proof of funds.
4. Letter of intent before deep diligence. Price, structure, timeline, exclusivity period. If they won't put a number on paper, they're shopping your business to learn your industry.

Assume most inquiries go nowhere. That's normal, it's not personal, and it's exactly why the screen exists.

The people you still have to pay, and roughly what for

Going without a broker doesn't mean going alone. It means spending a fraction of that commission on the two people who actually protect you.

• A transaction attorney who has closed asset sales. Not your cousin who does wills. Small-business asset sales in the sub-$1M range commonly run in the low thousands to the mid five figures in legal fees depending on complexity; ask for a flat fee on the purchase agreement and an hourly rate for negotiation. This is the single expense I'd never cut.
• Your CPA, on the tax structure. Almost every small deal is an asset sale, not a stock sale, and how you and the buyer allocate the price across equipment, goodwill, and the non-compete changes your tax bill. The IRS makes both sides report that allocation on Form 8594, so it has to match. Get that modeled before you agree on a price, not after.
• Optional: a valuation or a broker's opinion of value, paid flat. Some brokers will price your business for a fee without listing it. Worth it if you have no idea what you've got.

Add 20% to whatever you budget. The oopsie fund is real, and it's always the escrow, title, or lien-release surprise that eats it.

Where DIY deals fall apart, and how to see it coming

Four failure modes, and each has an early warning light.

• You get emotionally involved. Warning sign: you're arguing about $8,000 on a $600,000 deal at 10pm. Have someone who isn't you deliver the bad news. That's the buffer a broker provides; a lawyer or your CPA can do it too.
• Diligence stalls out. Warning sign: the buyer's list of requests is in an email chain, not a shared folder with dates. Build the folder before you list, put a deadline on each phase, and hold it.
• The buyer can't fund it. Warning sign: the pre-qual letter never arrives. SBA acquisition loans take real time; ask for the lender's name and call them yourself.
• The note is wrong. If you carry paper, you are the bank. Warning sign: no personal guarantee, no security interest in the assets, no right to step back in. Say you sell for $400,000 and carry 20%. That's $80,000 of your money riding on their operating skills. Price it like a loan officer would.

What I'd do if the business is worth under $500K

Under about $500,000, I'd almost always run it myself. Broker minimum fees eat too much of a small deal, and the buyer pool is short enough that you can name it on a napkin: your top three competitors, your manager, and two people in town who've told you they'd buy something someday.

Here's Monday morning:

1. Write a one-page blind summary: what you do, revenue range, SDE, years in business, why you're selling. No name, no address.
2. Pull three years of returns and P&Ls into one folder.
3. Call your CPA about asset-sale tax treatment before you quote a number to anyone.
4. Get a transaction attorney on standby with a flat quote for the purchase agreement.
5. Make a list of ten realistic buyers. Rank them by who can fund it.

That's the whole elephant, in bites. If you want a second set of eyes on the books before a buyer sees them, take the free Business Checkup or grab 30 minutes with me. I'll tell you straight whether your numbers are ready or whether you'd get repriced in diligence, and if the answer is "you're fine," I'll say that for free. I have to make you more than I cost you, and on a sale there's only one shot at it.

Questions I get about this

Todd Schreier has owned a bakery, built escape rooms, rehabbed houses and sold businesses. He runs Schreier Group with his wife Amanda out of Johnstown, Colorado. Call the office any time: (970) 591-4263.