Most owners ask the same things before they sell: what it's worth, how long it takes, who's going to find out, what it costs, and what they'll walk away with. Here are straight answers, with the numbers from deals we've closed. Where a question needs more room, we link to the full article.
Everybody lists the questions. Almost nobody answers them.
Search for questions to ask when selling a business and you'll get lists. Thirty-nine questions. Seventy-five questions. Why are you selling? What are your goals? Then the page ends and you still don't know the answer to any of them.
You don't need more questions. You've got plenty.
We've been part of more than 50 small- to middle-market transactions, on both sides of the table. These are the things owners want to know, answered the way we'd answer them on the phone.
Frequently asked questions
How much is my business worth?
A multiple of what it really earns for its owner. Not revenue, and not the profit on your tax return. On a Colorado HVAC business we bought, $650,000 in owner earnings priced at $1.99 million, about 3.1 times. Where you land depends on how clean the earnings are, how much the business depends on you, and who's buying. Our valuation calculator gives you a starting range, and our valuation guide shows how buyers build the number.
My tax return shows low profit on purpose. Does that kill my price?
No. Buyers add back your own pay, the personal costs you run through the business, and one-time costs that won't repeat. For a lot of owners, those add-backs are the difference between barely profitable and a seven-figure sale. The catch is proof. An add-back that gets thrown out comes off the price times the multiple.
How long does it take to sell a business?
On the sixteen deals we closed between 2024 and 2026, closing came about two to five months after the letter of intent. Where we ran the sale for the seller, about 70 to 90 days. On average across the market, it takes over 12 months and only about 30 percent of sellers close at all.
Can I sell quickly without selling cheap?
Yes. A low price doesn't make buyers move faster. It invites them to ask for more off. Speed comes from documents that are ready, buyers whose money is ready, and a firm date when offers are due. Here's how a fast sale works.
Will my employees find out I'm selling?
Not if the sale is run properly. We don't list businesses on public platforms and we don't advertise online. Buyers sign a non-disclosure agreement and get vetted before they see anything that names you. Tell your key people when you're ready, and tell them yourself.
Do I need a broker, or can I sell it myself?
You can sell it yourself if you already know the buyer and the deal is simple. For most owners, the value of help is the list of buyers. A broker who lists your business online usually starts from zero. An advisor who already knows the buyers can create competition on day one. Here's the difference between the two.
What does it cost to sell my business?
Brokers usually take 10 to 15 percent at close. Mergers and acquisitions (M&A) advisors usually charge a retainer plus a success fee of about 5 to 7 percent. We charge a percentage of the deal, below the industry average, because our buyers are already in our network. We don't charge any retainer or up-front fee to sell your business.
Who buys businesses like mine?
It depends on your size. An individual using a Small Business Administration (SBA) loan is limited by what the loan will support. A financial buyer looks at cash flow after debt payments. A private equity firm or a company building in your industry may pay more for fit. Once a business earns $1 million to $5 million a year, most of the likely buyers don't shop on listing sites.
Is the highest offer always the best one?
No. We had a client selling a financial firm with six locations. The owner was leaning toward the larger private equity firm because it offered more, but wanted to work with the family office. We told the family office they weren't the top offer and asked for their best. They matched it. Look at what each offer asks of you, then pick the partner.
Will I have to carry a note?
Often, for part of the price. On deals we've closed, a seller note has covered 10 to 20 percent of the price, at 6 to 8 percent interest. It brings in more qualified buyers and can support a better price. The risk is that the buyer doesn't pay, which is why the note should be secured and the buyer vetted before closing.
What happens in due diligence?
The buyer checks that what you said is true, usually with a quality of earnings report, where an outside accountant tests your books line by line. On our deals that takes about two to four weeks. Disclose your problems first. A problem you bring up gets priced once. One a buyer finds after you've signed exclusivity gets used against you. One seller told buyers right away the workforce was union, and it saved a lot of time sorting the buyers who cared from the ones who didn't.
What documents do I need ready?
Three years of tax returns, profit and loss statements and balance sheets. Year-to-date financials by month. Your trailing twelve months by month. An operational overview. Leases, contracts, customer lists, employee details and licenses come next.
Can I sell if the business can't run without me?
Yes, but fix that first if you can. If it stops working the day you leave, a buyer is buying a job and pays like it. On our Colorado HVAC deal the seller was the day-to-day operator, so a general manager was recruited during diligence and in seat at closing. Build that layer before you go to market and you control the terms of your own exit.
How long do I have to stay after I sell?
Usually a transition period, commonly 30 to 90 days, and often longer if you hold a license the business needs. It's negotiable, and it should match what you want. One accounting firm owner we sold for wanted to stay on through a two-year transition, and we still had the buyer within 30 days.
How much of the sale goes to taxes?
Most of the price for an owner-run business is taxed as a long-term capital gain, at 0, 15 or 20 percent federally, plus your state. Equipment you've written off, inventory, and pay for staying on or not competing are taxed like regular income. How the deal splits the price decides how much lands where. We're not your tax advisor. Bring your accountant in before you sign a letter of intent.
When should I start getting ready?
If you might sell in the next 12 to 24 months, now. Clean up your financials, write down how the business runs, and reduce customer concentration where you can.
The questions you should be asking a buyer
You'll spend months answering a buyer's questions. Ask a few of your own, early.
- Is your money lined up? On our sixteen deals, the two slowest lost their time to the buyer's financing. Neither delay came from the business being sold.
- How long do you want me to stay? Get the answer before the letter of intent, not after.
- Do you want me to keep some ownership? That can pay you again when the business sells later. It can also tie you to a partner you don't like.
- How does the price get paid? Cash at close, a seller note and an earnout are three very different prices, even when the total is the same.
What to ask anyone who wants to sell it for you
Ask a broker or an advisor these before you sign anything:
- How will my business be marketed, and who will see my information?
- How are your fees structured?
- How do you vet buyers before they get my financials?
- What's your average time to close for a business my size?
- What happens between signing and 90 days after closing?
If the answer to any of those is vague, that's your answer.
We don't promise deals. We promise a process and honest answers. If you've got a question that isn't here, ask us.
You don't need a longer list. You need someone who's closed the deals to answer the questions you've already got.
