How to Sell a Business Without a Broker

Most business brokers charge 8 to 12 percent of the transaction value and typically focus on businesses with revenue above a threshold that makes their fee worth pursuing. Below that line, or for owners who want more control over who sees their business, selling without a broker is a real option. The tradeoff is that the owner carries more of the work. The benefit is privacy, a lower cost of sale, and the ability to move at your own pace.

Why owners choose to sell privately

• Broker commissions reduce the net proceeds significantly, especially on smaller transactions.
• A public listing signals to employees, customers, and suppliers that the business is for sale, which can create uncertainty before a deal closes.
• The right buyer may already be identifiable: a strategic acquirer, a competitor, a supplier, or an operator who has been building in your category.
• The owner wants to control the timeline and choose who they talk to, not run a structured auction.

How to find buyers without a broker

Active buyers in the lower-middle market include search fund principals, independent sponsors, private equity-backed platforms, and strategic acquirers. Many of them maintain active acquisition pipelines and are looking specifically for off-market conversations with owners who might be considering a sale in the next few years. Trade associations, industry conferences, and deal-matching platforms can connect owners with buyers who are already focused on their category and geography.

Protecting confidentiality in a private process

The first rule of a private sale is that confidentiality should be established before any meaningful information changes hands. A simple non-disclosure agreement between the owner and any potential buyer is a standard first step. After that, you can share a high-level overview of the business without disclosing customer names, financial statements, or staff details until the buyer has demonstrated serious interest and the conversation has progressed to a letter of intent.

What to prepare before any buyer conversation

• A one-page summary of the business: what you do, who you serve, approximate revenue and employee count, and why the business is worth considering.
• Normalized EBITDA or seller discretionary earnings for the last two to three years.
• A description of the owner's role in day-to-day operations and what a transition would look like.
• Your sense of what an ideal outcome looks like for staff, customers, and the business itself.
• An honest view of what a buyer would need to address post-close.

Structuring the first conversation

The first conversation with a potential buyer does not need to be a negotiation. It is a mutual assessment: the buyer is trying to understand whether the business fits their acquisition criteria, and the owner is trying to understand whether this buyer has the right background, capital, and intentions to be a steward of what has been built. A well-matched first conversation often covers the business model, the owner's story, the team, and what the buyer would want to change or grow post-close.

When a broker still makes sense

A private process works best when there is an identifiable universe of buyers to approach and the owner has time to manage the process. For businesses that are large enough to benefit from a competitive auction, where multiple buyers bidding simultaneously can drive up the price, a broker's process may produce a better outcome than a private one. The decision usually comes down to business size, owner capacity, and how much confidentiality matters.