How to Sell a Business
A practical, step-by-step playbook for selling a small or mid-market business — from deciding the right time to exit, through preparation, valuation, confidential marketing, negotiation, and closing. Written by John Matsis, a business broker and principal at HedgeStone Business Advisors.
Selling a business is a six-step process: (1) prepare your financials, (2) get a valuation, (3) engage a broker, (4) market confidentially under NDA, (5) negotiate and sign a Letter of Intent, and (6) complete due diligence and close. Most small- and mid-market sales take 6–12 months end-to-end. Clean books, low owner dependence, and three years of growing SDE drive the highest multiples.
Who this guide is for
If you own a business generating between $250K and $15M in annual revenue and are thinking about an exit in the next 6–36 months, this guide is for you. It covers the full arc: when to start, how to prepare, how brokers work, how buyers think, and what happens between accepting an offer and wiring the funds at closing.
Every article is written from the perspective of a working broker — not a textbook. The numbers, timelines, and examples reflect what actually happens on deals we close, not generic advice scraped from the internet.
The six-step process
- 01Timing
When Is the Best Time to Sell a Business? A Broker's Framework
The best time to sell a business is when personal, business, and market conditions align — typically after three years of growing SDE. Here's how to know you're ready.
Read this step → - 02Preparation
How to Prepare Your Business for Sale: The 12-Month Pre-Sale Checklist
Preparation drives price more than marketing does. This 12-month checklist walks through financials, operations, legal, and team changes that raise your exit multiple.
Read this step → - 03Timeline
How Long Does It Take to Sell a Business? A Realistic Timeline
Most small- and mid-market business sales take 6–12 months from listing to closing, plus 1–3 months of preparation. Here's what happens in each phase and what shortens or extends the timeline.
Read this step → - 04Representation
Business Broker vs. Selling Yourself: Which Is Right for You?
A broker typically nets sellers 10–20% more after fees, but isn't the right answer for every deal. Here's how to decide between a broker, a transaction attorney, or doing it yourself.
Read this step → - 05LOI & Closing
The Letter of Intent (LOI) in a Business Sale: What to Negotiate
The LOI sets price, structure, and exclusivity — and is the moment leverage shifts to the buyer. Here's what to negotiate hard, what to defer, and what's non-negotiable.
Read this step →
Want to know what your business is worth?
Before you invest 6–12 months in a sale process, start with the number. Our free, confidential valuation estimate takes 3 minutes and uses the same SDE-multiple method brokers use to price businesses in your industry.
Get My Free Valuation →Frequently asked questions
What are the main steps to sell a business?
Selling a business typically follows six steps: prepare financials and clean up the books, get a professional valuation, engage a broker and sign a listing agreement, market confidentially via teaser and CIM under NDA, negotiate offers and sign a Letter of Intent, then complete due diligence and close. The full process usually takes 6–12 months.
Do I need a business broker to sell my company?
A broker is not legally required, but most owners of businesses over $500K in value use one. Brokers maintain confidentiality, reach more qualified buyers, create competitive tension, and typically recover their fee through a higher sale price. For businesses under $250K with a pre-identified buyer, a transaction attorney alone may suffice.
When is the best time to sell a business?
The best time to sell is after three consecutive years of stable or growing SDE, when the business is not dependent on a single customer or the owner, and when industry multiples are at or above long-run averages. Selling from a position of strength — not when you are burned out — maximizes price and terms.
How much does it cost to sell a business?
The largest cost is broker commission, typically 8–12% on businesses under $5M (Lehman-style tiered rates on larger deals). Add $2K–$10K for legal fees, optional Quality of Earnings for $5K–$40K, and potential tax advisory fees. All fees except retainers are usually contingent on closing.
John Matsis
John Matsis is a business broker and principal at HedgeStone Business Advisors, a national brokerage network with 300+ agents serving private sellers, family offices, and private equity firms. He has hands-on experience building, acquiring, exiting, and investing in businesses and real estate across a wide range of industries.