Selling a business without a broker
You can sell a business without a broker, and many owners do when they already have a buyer in mind. What you give up is competitive tension and process management. What you still need is a transaction attorney and your accountant. What you save is the listing commission and the exposure that comes with being marketed.
Written and reviewed by Antoine Campbell. Last reviewed .
The question is rarely "broker or no broker" in the abstract. It is "do I need someone to find me a buyer." If a credible buyer is already at the table, the answer is usually no. If you have no buyer and no idea what the business is worth, a broker earns their fee.
What a broker actually does
The first two are the ones you cannot easily replace yourself. The last two you can, with a good attorney and discipline.
- Builds a marketing package and prices the business
- Finds and screens buyers, and keeps several of them warm at once
- Manages the timeline, the data room and the back-and-forth
- Applies pressure that a seller cannot apply on their own behalf
Who you still need
| Role | Why you still need them | When to engage |
|---|---|---|
| Transaction attorney | Purchase agreement, reps and warranties, escrow, non-compete | Before you sign a letter of intent |
| CPA or tax advisor | Purchase price allocation and the tax consequence of the structure | Before you agree to a structure |
| Wealth or estate advisor | What the proceeds do after closing | Early, if a large portion of your net worth is in the business |
| Business appraiser | Only if a formal opinion of value is required | For estate, divorce or litigation matters |
How to run a direct process without giving away leverage
- Get a mutual confidentiality agreement signed before you send financials.
- Send a summary first. Full documents come after the buyer confirms interest and criteria fit.
- Ask for the structure in writing, including where the closing money comes from.
- Set a diligence deadline in the letter of intent and hold to it.
- Never let a buyer talk to employees or customers before you have a signed agreement and a plan for the announcement.
When a broker is the better call
- You want multiple bidders and are willing to trade privacy for price
- The business is clean, growing, and in a category buyers compete for
- You have no candidate buyer and no network to find one
- You do not have the bandwidth to manage a transaction while operating
What Maurant needs to evaluate this
- Whether you are currently under an exclusive listing agreement
- Three years of tax returns and current financials
- A written summary of what you want the outcome to look like
- Names of your attorney and accountant
When Maurant is not the right buyer
- Owners who want price discovery through a competitive auction
- Sellers who want an intermediary to handle every conversation
Questions owners ask
- Does going direct mean I get less money?
- Not necessarily. You remove the commission from the equation but you also remove competitive bidding. Whether that nets out in your favor depends on how many buyers would realistically have competed.
- I am under a listing agreement. Can I still talk to a direct buyer?
- Read your agreement and talk to your broker. Most listings cover any buyer introduced during the term, and the commission stays a seller obligation. Maurant never pays or guarantees a broker commission; we structure so the one you owe can be paid at close.
- What does the paperwork look like?
- Confidentiality agreement, letter of intent, then a definitive purchase agreement with schedules. Your attorney drafts or reviews the last one.
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