To sell a small business without a broker, you take on four jobs: build materials a buyer can evaluate, get them in front of enough qualified buyers, protect confidentiality with NDAs, and run the negotiation yourself with an attorney reviewing the documents. The first three can be handed off for a flat fee. The fourth is yours.
If you have a broker quote in hand and the number made you wince, that reaction is worth taking seriously. Traditional brokers commonly charge 10-15% of the sale price on small business sales. On a hypothetical $1M sale, that is $100,000 to $150,000. Before you sign, it helps to know exactly what that fee pays for, and which parts of it you could do yourself.
This is the honest version. Selling without a broker is not free and it is not effortless. But it is a defined set of tasks, and most of them are more mechanical than owners expect.
What a broker actually does for the fee
Strip away the pitch and a broker does four things:
- Prepares the business for market. Organizes the financials, writes a confidential information memorandum or investment memo, and drafts a listing.
- Finds buyers. Lists the business on business-for-sale platforms, contacts buyers they know, and fields inquiries.
- Protects confidentiality. Screens inquiries and collects NDAs before sharing anything that identifies the business.
- Runs the deal. Qualifies buyers, manages conversations, and negotiates the letter of intent and the purchase agreement.
Jobs one to three are preparation and distribution. Job four is judgment and relationship. That split matters, because it tells you where your own time actually goes if you do this without a broker.
Job 1: Build materials a buyer can evaluate
A buyer needs to answer one question early: is this business worth a closer look? Your job is to make that answer easy.
At minimum you need:
- Clean financial statements. Profit and loss and balance sheets for recent years, plus year-to-date. If your books mix personal and business expenses, separate them now and document the adjustments.
- An adjusted earnings figure. Buyers of small businesses look at what the business earns for an owner-operator. Show your add-backs and be ready to explain each one.
- An investment memo. A short, structured document: what the business does, who the customers are, how it makes money, what the staff handle, what depends on you, and where the growth is.
- A blind listing. A public summary that describes the business without naming it: industry, general region, revenue range, what makes it attractive.
Owners tend to underestimate the memo. It is the document a serious buyer reads before they decide to call you. A vague one filters out good buyers and invites tire-kickers. For more on what goes into the public side, see what goes in a business-for-sale listing that gets serious inquiries.
Job 2: Get in front of enough buyers
This is where for-sale-by-owner attempts usually stall. Posting one listing on one site and waiting is not a market test. It is a lottery ticket.
What works is breadth:
- Multiple business-for-sale platforms, not one. Different buyers browse different places.
- Buyer networks and industry channels where people looking for your kind of business already spend time.
- A consistent response process. Every inquiry gets a prompt reply and an NDA request. Slow replies lose buyers.
The honest cost here is time. Maintaining listings, answering inquiries at odd hours and following up is a steady drip of work while you are still running the business. This is the part many owners choose to hand off, because it is repetitive and it does not require your judgment.
Job 3: Protect confidentiality
Selling without a broker does not mean selling in public. The rule is simple: nobody sees anything that identifies the business until they have signed an NDA.
That means:
- Your listing is blind. No name, no address, no photos that give it away.
- Every inquiry is asked to sign a non-disclosure agreement before receiving the memo or detailed financials.
- You decide, buyer by buyer, what they see after the NDA and when.
A leak can cost you staff, customers and negotiating position. Treat the NDA step as non-negotiable, even for buyers who seem obviously serious. We cover the mechanics in NDAs before financials.
Job 4: Run the conversations and the negotiation
This is the job you cannot hand off without hiring someone to represent you, and it is the one that justifies most of a broker's fee.
When a buyer who has signed an NDA wants to talk, you will:
- Qualify them. Can they actually fund the deal? Have they bought or run a business before? What is their timeline and their plan?
- Answer their questions. Expect detailed questions about customers, staff, suppliers and the numbers.
- Receive and evaluate offers. Usually in the form of a letter of intent covering price, structure and key terms.
- Negotiate and close. With your attorney drafting or reviewing the purchase agreement, and your accountant advising on the tax consequences.
Many owners are better at this than they think. You know the business better than anyone, and buyers often prefer talking to the owner directly. What you do need is discipline: keep notes, respond on a steady cadence, and do not share more than the stage of the conversation warrants. Our guide to screening buyers when there's no broker in the middle walks through it.
Get professional help on the documents. A letter of intent sets the shape of the whole deal, and a purchase agreement is a legal contract with long tails. Paying an attorney to review them is cheap relative to what is at stake.
The honest trade-off
Here is the arithmetic that brought you here, laid out plainly. It is a hypothetical, using the typical commission range and a flat fee:
| Hypothetical sale price | 10-15% commission | Flat fee of $10,000 |
|---|---|---|
| $1,000,000 | $100,000-$150,000 | $10,000 |
The gap is real. So is what you give up for it: someone else running the buyer conversations and the negotiation. If you would rather never speak to a buyer, a broker is the right tool and the commission buys you that. If you are comfortable running those conversations, the math looks very different. Our post on flat fee vs. commission runs the numbers at several sale prices.
A middle path: hand off jobs 1 to 3
You do not have to choose between doing everything yourself and paying a percentage of the sale. The preparation and distribution work, jobs one to three, can be bought for a fixed price.
That is the model SimpleExit uses. For a $10,000 flat fee, SimpleExit prepares the investment memo and marketing materials, lists the business on major business-for-sale platforms and buyer networks, collects NDAs, handles inquiries and sends you a weekly report. NDA-signed inquiries are forwarded to you, and you run every conversation from there. Optional support reviewing letters of intent and purchase agreements is available separately. You can see the full breakdown on how it works.
It is not the right fit for everyone. If you want someone to negotiate on your behalf, it is the wrong tool.
A short checklist before you start
- Separate personal and business expenses in your books and document your add-backs.
- Decide what you would and would not accept, in broad terms, before a buyer asks.
- Line up an attorney and an accountant who have handled small business sales.
- Prepare a standard NDA and use it with every buyer, every time.
- Plan how you will keep the business performing while you sell. A dip in results during the process is the most common way owners lose value.
If you want a straight read on whether selling without a broker makes sense for your business, book a free consultation. We will look at the business, give you a free opinion of value, and tell you plainly whether a flat-fee approach fits.