Checklist: the jobs a broker does, and who does them without one
| Job a broker normally does | Who does it without a broker | The risk |
|---|---|---|
| Valuation and pricing | You, with your CPA. Start from your own earnings and market multiples; a formal valuation from a credentialed appraiser is optional but useful if the buyer is using a lender. | Pricing from a hope rather than a range. Too high and serious buyers walk; too low and you leave money on the table with nobody to tell you. |
| Packaging the business (the CIM or offering summary) | You, with your CPA preparing clean financials and add-back schedules. Your attorney reviews anything that describes contracts or liabilities. | Unsupported add-backs or numbers that don't tie to your tax returns. Buyers find these in diligence and use them to cut the price. |
| Finding buyers | You. Inbound buyers who contacted you, people you already know (key employees, partners, family, competitors, suppliers), or buyer-side introductions. | A single buyer and no competing offer, so you can't tell whether the price is good. |
| Confidentiality and NDAs | Your M&A attorney drafts or reviews the NDA. You decide who sees what, and when. | Employees, customers or competitors learning about the sale before you are ready, and sensitive data in the hands of a buyer who never closes. |
| Screening buyers and proof of funds | You. Ask for proof of funds or a lender's prequalification, and how the deal will be financed. The buyer's lender does its own underwriting later. | Spending months with a buyer who can't actually close. |
| Negotiating the letter of intent (LOI) | You, with your M&A attorney on structure and your CPA on tax. The attorney reviews the LOI before you sign it. | Agreeing to an exclusivity period, earn-out or seller note on terms you didn't fully understand. Nobody on your side is negotiating for you unless you hire them. |
| Managing due diligence | You run the data room and answer requests. Your CPA handles financial and tax questions; your attorney handles contracts, leases and disclosures. | Diligence stalls while you also run the business, and performance slips mid-deal, which gives the buyer a reason to renegotiate. |
| Coordinating closing | Your M&A attorney drafts or negotiates the purchase agreement and closing documents. The buyer's lender sets its own closing conditions. Your CPA helps with the purchase price allocation. | Missed deadlines, lender conditions you can't meet, and tax filings that don't match the buyer's. |
Yes, you can, and here is what you take on
No law requires you to use a broker to sell a business you own. Plenty of sales happen without one: an owner sells to a long-time employee, a partner buys out a partner, a competitor or supplier makes an offer, or a buyer reaches out directly because your business fits what it is looking for. In each case the owner and the buyer reach terms with their own attorneys and accountants, and no intermediary represents the seller.
What changes is who does the work. A broker is paid to price the business, prepare the materials, find and screen buyers, protect confidentiality, keep the deal moving and push it to closing. When you go without one, those jobs don't disappear. Some move to you, some move to the professionals you hire, and some are handled by the buyer and the buyer's lender. The checklist above shows where each one lands.
This page is the practical how-to for a sale you run yourself. If you are still deciding between a broker, an M&A advisor and a direct introduction, read should I use a business broker? first. For the full sale sequence and typical timelines, see how to sell a business.
When selling without a broker works
Going without a broker works best when the hardest part of a broker's job, finding a qualified buyer, is already done. The common cases:
- A buyer has already approached you. Someone wants your business, has said so, and appears able to pay. You don't need a marketing campaign to find them.
- A key employee or management team wants to buy. They already know the business, which shortens diligence, though they often need outside financing or a seller note.
- A partner or co-owner wants to buy you out. Your operating agreement or buy-sell agreement may already set the price formula or process. Read it before you negotiate.
- A family member is taking over. These deals are often as much about estate and tax planning as price, so your CPA and attorney matter more than a buyer search.
- A competitor, supplier or customer wants to buy. They understand the industry and may pay for strategic fit, but they are also the people you least want to see your customer list too early.
- The business is simple. Few employees, clean books, no real estate, no complex contracts, and a buyer who knows the industry.
When it doesn't work
An owner-run sale is harder, and often a mistake, in these situations:
- You have no buyer in mind. Finding and qualifying buyers from scratch, confidentially, is the part of the job most owners underestimate. That is the core of what a broker or advisor sells.
- You want the best possible price. One buyer means no competing offers. Without competition you can't easily tell whether an offer is strong or merely acceptable.
- You can't step away from operations. Running a sale takes many hours a week for months. If the business depends on you daily, something will suffer, and a dip in results during diligence is a gift to the buyer's negotiator.
- The deal is complex. Multiple owners, real estate, regulated licenses, significant customer concentration, pending litigation, or a buyer proposing an earn-out and rollover equity all raise the stakes on structure.
- You find negotiation uncomfortable. If you will accept the first number to avoid conflict, hire someone whose job is to push back.
How to sell your business without a broker, step by step
This is the sequence for an owner-run sale. Steps overlap in practice, but skipping one usually costs time or money later.
- Assemble your team before you talk numbers. Engage an M&A attorney and a CPA who has worked on business sales. Ask your CPA how the likely structure (asset sale or stock sale) affects your tax.
- Clean up your financials. Get at least the last few years of profit and loss statements, balance sheets and tax returns in order, with numbers that tie to each other. Write down every add-back (owner salary above market, one-time expenses, personal expenses run through the business) and keep the receipts that support it.
- Know your number. Calculate your seller's discretionary earnings (SDE) or EBITDA, compare your business against market multiples for your sector and size, and settle on a realistic range and a walk-away price.
- Prepare a short information package. A one-page teaser with no identifying details, and a fuller summary of the business (what it does, customers, staff, financials, why you're selling) that only goes out after an NDA is signed.
- Find and screen buyers. Start with the buyer who approached you or the people you know. Ask every serious buyer how they will finance the purchase and for proof of funds or a lender's prequalification.
- Sign an NDA, then share information in stages. General financials first; customer names, contracts, pricing and employee details only after a signed letter of intent.
- Negotiate and sign the LOI. Price, structure (asset or stock), cash at closing, any seller note or earn-out, working capital, your role after the sale, the exclusivity period and the target closing date. Have your attorney review it before you sign.
- Run due diligence. Set up a shared folder, answer requests promptly and keep the business performing. Track every request and response so nothing is missed.
- Negotiate the purchase agreement. Your attorney handles representations and warranties, indemnification, non-compete terms and disclosure schedules.
- Close and hand over. Sign, receive funds, file the tax forms that go with the sale, and deliver the transition support you agreed to.
How to find and vet buyers on your own
Most owner-run sales start with a buyer who is already close to the business. Make a list before you approach anyone: key employees, co-owners, family members, competitors you respect, suppliers and large customers who might want to own what you do, and anyone who has asked about buying in the past. Buyers also find owners directly, including private equity firms, search funds, strategic acquirers and holding companies that hire buyer-side firms to call owners whose businesses fit their criteria.
Vetting matters more than volume. A buyer who can't close costs you months, and the information you shared doesn't come back. Ask these questions early, ideally before you sign an NDA and certainly before an LOI:
- How will you pay for this? Cash, a bank or SBA loan, investors, a seller note, or a mix?
- Can you show proof of funds or a lender's prequalification letter for a deal this size?
- Have you bought a business before? If so, which kind, and did it close?
- Who makes the final decision? An individual, a partnership, an investment committee?
- What do you plan to do with the business, the staff and the location after closing?
- How long do you expect diligence to take, and what will you need from me?
Keeping the sale confidential: the NDA and staged disclosure
A broker's quiet value is controlling who learns about the sale. On your own, that is your job. The SBA lists a confidentiality agreement among the documents to evaluate when a business changes hands [3]. Treat it as a requirement, not a formality.
Have your attorney draft or review the NDA. A useful one defines what counts as confidential, limits use of the information to evaluating the purchase, bars the buyer from contacting your employees, customers or suppliers without your permission, says how long the obligations last, and requires the buyer to return or destroy the materials if talks end. A competitor as buyer needs extra care: consider holding back customer names, pricing and margins by customer until after the LOI, and sharing some details only with the buyer's advisors.
Stage what you share. Before the NDA, share only what is in a blind teaser. After the NDA, share summary financials and a description of the business. After a signed LOI, open the detailed records. Keep a log of who received what and when.
Plan what you will tell employees. Most owners tell key staff late, once a deal is likely, and only with a plan for what happens to their jobs. A rumor before then can cost you the very people the buyer is paying for.
The professionals you still need
Selling without a broker does not mean selling without advisors. It means you hire the specialists directly and coordinate them yourself.
- An M&A attorney. Not your general business lawyer unless they do deals regularly. They review the NDA and LOI, negotiate the purchase agreement, prepare disclosure schedules, and run the closing documents. This is the one professional you should not skip.
- A CPA with transaction experience. They prepare or review the financials buyers will test, support your add-backs, model the tax on different structures, and help with the purchase price allocation. In an asset sale, both seller and buyer generally file IRS Form 8594 to report how the price is allocated across asset classes [4], so your allocation and the buyer's need to match.
- A valuation professional, optional. A credentialed business appraiser can give you an independent opinion of value. It is most useful for family transfers, partner buyouts with a formula, or when the buyer's lender will order its own appraisal anyway.
- An M&A advisor or broker for a defined task, optional. Some will work on a narrower scope, such as reviewing an offer or helping negotiate a single buyer's LOI. Ask how they charge and whether any agreement gives them a fee on a buyer you found yourself.
How buyers pay: SBA loans and seller financing
Many buyers of small businesses don't pay all cash, so financing will shape your deal even without a broker. The SBA's 7(a) loan program can be used for changes of ownership, complete or partial [1], and the maximum 7(a) loan amount is $5 million [1]. Under the SBA's terms for lenders, 7(a) maturities are ten years or less unless the loan finances real estate or equipment with a longer useful life [2]. The loan is made by an SBA lender, not the SBA, and the lender underwrites both the buyer and your business.
That has two practical effects for you. First, an SBA-financed buyer's lender will want your tax returns, financial statements and often a business valuation, so your records need to hold up to a bank's review. Second, the lender's conditions become part of your closing timeline. Ask the buyer early which lender they are using and whether they have been prequalified.
Seller financing is the other common piece. If you agree to be paid part of the price over time, the IRS treats it as an installment sale, defined as a sale where you receive at least one payment after the tax year of the sale, reported on Form 6252 [5]. Your CPA can tell you how that spreads the tax, and your attorney should make sure the note is properly secured and coordinated with any bank loan. For the trade-offs between seller notes and earn-outs, see earn-outs and seller notes, and for the tax side, taxes when selling a business.
What it costs you in time
You save a broker's fee, but you don't save the work. A broker's fee pays for hours, and in an owner-run sale those hours come from you. We don't quote a weekly hour count or total timeline here because we don't have a sourced figure for owner-run sales. What we can describe is where the time goes:
- Preparation: pulling financials, building add-back schedules, writing the summary and answering your CPA's questions.
- Buyer calls and meetings: introductory calls, site visits, management meetings, and follow-up questions after each.
- Diligence: the heaviest stretch. Buyers, their accountants, their attorneys and their lender all send requests, often overlapping.
- Negotiation: rounds on the LOI and then the purchase agreement, each with calls to your attorney and CPA.
- Running the business through all of it. Buyers watch your monthly results during diligence. If revenue or margins dip, expect a request to revisit the price.
Know your number before anyone else names one
Without a broker, nobody gives you a suggested price. The buyer may name the first number, and it will be one that works for them. Do your homework first. The multiples index shows median EBITDA and SDE multiples by sector and size band [7], and the value range calculator applies them to your earnings in about a minute. If you are not sure which earnings figure to use, read SDE vs EBITDA.
Remember that a headline price is not what you take home. Structure, cash at closing, working capital, seller notes and taxes all change the result. See asking price vs sale price for why the two differ, what buyers look for in a business for what moves the number, and business sale due diligence for what the buyer will check before closing. If you are wondering whether your business could attract institutional buyers, see is my business big enough for private equity?.
Where Axia fits, and what it does not do
Axia Growth works on the buyer side. Buyers such as private equity firms, search funds, strategic acquirers and holding companies set acquisition criteria and engage Axia to find privately held companies that fit. Axia calls those owners and introduces the interested ones to the buyer. The buyer pays Axia. Owners pay Axia nothing, whether or not they sell [6].
That makes an Axia introduction one way a sale without a broker can start, but Axia is not on your side of the table. It does not represent sellers, value businesses, negotiate terms, structure deals, or take part in due diligence or closing, and it holds no business-broker, real estate or securities license [6]. Once a conversation turns serious, everything on this page applies: hire your own M&A attorney and CPA, and consider a broker or advisor if you want to test the offer against other buyers. See who pays and how it works for owners.