How to Sell Your Business Without a Broker

Most advice about selling a business without a broker is written by brokers. They'll tell you it's too complicated, too risky, and that you'll leave money on the table. Then they'll offer to help for 5-10% of your sale price. This guide comes from the other side. It's based on real transactions and hundreds of buyer-seller conversations on Rejigg, where owners sell directly to qualified buyers. You can see the kinds of deals that close on our selected transactions page. No middlemen, no percentage off the top.

What Brokers Do (and What You're Taking On)

A broker does five things: they estimate what your business is worth, list it for sale, filter out unqualified buyers, negotiate offers, and push paperwork through closing. On a $2 million deal, that service will cost you $100,000 to $200,000.

Here's the thing. None of those five tasks are mysterious. Valuation is math. Listing is distribution. Screening buyers is asking the right questions. Negotiation is understanding your leverage. And paperwork is what your attorney does anyway. What brokers really sell is convenience, and the implicit promise that you can't do this yourself. You can.

What you're actually taking on is time and attention. You'll spend time understanding your numbers, talking to buyers, and managing a process that runs for several months. If you're still operating your business full-time, that's a real cost. But for most owners, the trade-off is clear: spend some extra hours over a few months, or write a six-figure check to someone who knows your business less well than you do. (If you want the full picture of what the selling process looks like end to end, Rejigg's Owner's Guide walks through every step in detail).

What You'll Need Instead

You don't need a broker. You do need three things: an M&A attorney, a CPA, and a way to find serious buyers.

An Attorney with M&A Experience

This is the one hire you should not skip. Your family lawyer or the attorney who handled your LLC formation won't have the right experience. Business sale purchase agreements are full of specific language around representation, warranties, indemnification, and escrow that can cost you real money if they're written poorly. You want someone who has closed deals like yours before.

The mistake most sellers make is bringing an attorney in too early and running up a tab during the exploratory phase. Hold off until you have a serious buyer and you're about to sign a letter of intent, which is the non-binding agreement where you and the buyer shake hands on price and terms before due diligence starts. Legal fees typically run $10,000 to $30,000 depending on deal complexity. If you need help finding a great M&A attorney, schedule a call with the Rejigg team and we can make some referrals.

A CPA Who Understands Business Sales

How your deal is structured affects your tax bill more than most sellers realize. In an asset sale, the buyer cherry-picks what they're buying: equipment, customer contracts, inventory. In a stock sale, they buy the whole entity, liabilities included. The IRS treats these very differently. On a $2 million sale, the difference between the two can change your after-tax take-home by $100,000 or more. Your CPA should model both scenarios before you agree to anything. Budget $2,000 to $5,000 for this.

A Way to Connect with Real Buyers

This is the part brokers make sound hard. It doesn't have to be. On Rejigg, buyers are pre-screened before they can contact you. They have to sign an NDA through the platform before they see any sensitive details about your business. You get a built-in data room for sharing financials, direct messaging with buyers, scheduling and video calls, and a dashboard that tracks every conversation and offer in one place. Sellers don't pay anything. Rejigg is free on your side.

A Realistic Valuation

We'll go deeper on this below, but the short version: most owners think their business is worth more than it is. That's not a criticism. After years of building something, it's hard to separate the emotional value from the market value. Get a data-driven estimate before you start talking to buyers. Rejigg's free valuation calculator pulls from real transaction data and adjusts for your specific add-backs, so you know what range to expect before anyone makes an offer.

The Process, Step by Step

Get Your Numbers Right

Before you talk to a single buyer, you need to know what you're selling and what it's worth. The metric most small business buyers focus on is SDE, or seller's discretionary earnings. This is your net income plus your salary, benefits, and any personal expenses you run through the business. It represents what someone would actually earn by owning your company.

Most businesses in the $1-5 million range sell for 2x to 5x SDE. Where yours lands depends on things buyers can see in your numbers: Is revenue growing or flat? How much revenue is recurring versus one-time? Does one customer account for 30% of your sales? Can the business run without you, or are you the business?

Here's where it gets real. A landscaping company doing $400,000 in SDE with five crews that run independently might command 3.5x. The same SDE from a company where the owner runs the biggest crew and does all the estimates might get 2x. The earnings are the same. The risk is completely different.

Rejigg's valuation calculator estimates your range using comparable transactions in your industry. If your buyer will likely use an SBA loan, the SBA loan calculator works backward from your cash flow to show the maximum purchase price that SBA financing supports. That number matters, because a significant portion of small business buyers use SBA loans.

Prepare Your Financials (for Real)

"Prepare your financials" is the most common advice in every selling guide, and it's almost always vague. Here's what it actually means.

Buyers want at least two years of income statements, balance sheets, and cash flow statements. Three years is better. If your business is seasonal, include monthly breakdowns. A buyer looking at an HVAC company needs to see how revenue drops in spring and spikes in winter. Annualized numbers hide the pattern, and hidden patterns make buyers nervous.

Now here's what actually trips sellers up. Most owners run personal expenses through the business. The truck. The cell phone. The spouse on payroll. These are add-backs that get added back to your earnings to calculate SDE, and they directly drive your valuation. But if they're buried in your books with no explanation, buyers will either miss them (and undervalue your business) or question whether your numbers are trustworthy.

Document every add-back. If your wife handles bookkeeping for $50,000 a year and the buyer won't need that role, that's a legitimate add-back. Label it clearly. If you expensed a $40,000 personal truck, note it. The cleaner this is, the faster your deal moves.

If you use QuickBooks, Rejigg's integration pulls your P&L data directly into a secure data room. This saves you the spreadsheet exercise and gives buyers a live view of your financials. You control who sees what and when they see it. For a deeper walkthrough of what to prepare and how to present it, see Prepare to Sell Your Business in the Owner's Guide.

Sell Without Anyone Finding Out

The fear that employees or customers will find out you're selling is real, and it's the number one reason owners hesitate to list their business. It's also very manageable if you're disciplined about it.

On Rejigg, your listing is redacted by default. Buyers browsing the platform see a blind profile: your industry, general geography, revenue range, and a description that's specific enough to attract the right buyers but vague enough that no one can identify you. Your company name, your name, and your exact location stay hidden.

When a buyer wants to learn more, they request a conversation. That request goes through screening first. If the buyer passes, you see their pitch and decide whether to engage. Only after you accept the conversation does the buyer see your full details. And before that happens, they've already signed an NDA through the platform.

This staged disclosure is important. You can have five conversations with qualified buyers running simultaneously, and none of them know about each other, and nobody outside those conversations knows your business is for sale. Tell your attorney. Tell your CPA. Don't tell anyone else until a deal is far enough along that it makes sense to.

We've seen sellers blow confidentiality not because of a platform leak, but because they told a friend, or mentioned it at an industry event, or started acting differently around employees. The system works. The discipline part is on you.

Vet Your Buyers

Not every interested buyer is a serious buyer. Some are early in their search and just learning what's out there. Some don't have the capital. Some have a vague idea about "being their own boss" but no real plan for operating your specific business.

What makes a qualified buyer: they can show proof of funds or a pre-qualification letter, they have experience in your industry or a credible plan to learn it, and they have a timeline that isn't "sometime in the next couple years."

On Rejigg, buyers go through quality screening before their message reaches you. The platform evaluates buyer quality and flags conversations that don't meet the bar. But you should do your own diligence too. When you get on a call with a buyer, ask how many businesses they've looked at. Ask them to walk you through how they'd run yours. Ask where the money is coming from and how quickly they can close. You're looking for specificity. Vague answers are a signal.

Red flags that should make you pause: a buyer who won't sign an NDA, someone who can't explain their funding, pressure to skip steps or move unusually fast, or a buyer with a history of renegotiating terms late in the process. You're choosing who takes over something you spent years building. Be selective. The Owner's Guide has a full breakdown of buyer types and what to look for in each one.

Navigate Offers and Deal Structure

When a buyer is ready to move forward, they'll put together a letter of intent. An LOI lays out the purchase price, how they plan to pay for it, the timeline, and any conditions. It's non-binding, which means either side can walk away, but it signals real intent. Most LOIs include a 60 to 120 day exclusivity window where you agree not to negotiate with other buyers while due diligence runs.

Here's where most sellers focus on the wrong thing. The headline purchase price is just one number. Deal structure is where deals actually get made or broken.

All-cash at close is the simplest. The buyer wires you the purchase price, you hand over the keys. All-cash offers tend to be lower because the buyer is taking on all the risk. But you walk away clean. No strings, no dependency on how the buyer runs things after you leave. One recent deal on Rejigg, Audience Synergy, went from discovery to close in 75 days because both sides moved decisively and the structure was clean.

Seller financing means you're the lender. The buyer pays a portion at close and the rest over time, usually 3 to 5 years with interest. You get a higher total price, but now you're exposed. If the buyer runs the business into the ground, they might stop paying. We've seen sellers agree to 40% seller financing without fully thinking through what happens if the buyer struggles in year two.

Earnouts tie a chunk of the price to future performance. The buyer says "I'll pay you $2 million now and another $500,000 if revenue grows 15% over the next two years." This sounds reasonable until you consider that you no longer control the business. The new owner might change the strategy, lose a key employee, or make decisions that tank the metric your earnout is tied to. Approach earnouts skeptically. If you agree to one, make sure the targets are realistic based on historical performance, not projections.

Equity rollovers mean you keep a stake after the sale. This works if you genuinely believe in the buyer's growth plan and want skin in the game. But it also means your payout is tied to the buyer's execution ability. Dan Corredor, founder of The Strategic CFO, used Rejigg to find an investor who took a preferred equity stake, letting Dan keep running the business with growth capital behind him.

Rejigg's deal tracking dashboard shows you all your active conversations and offers in one view, with enterprise value, earnout terms, financing structure, and timelines side by side. When you have three or four buyers interested, this is how you compare apples-to-apples.

The most important rule: don't take the first offer. Buyers expect negotiation. And when buyers know you're talking to other qualified parties, terms get better. That's not manipulation. That's a market. For a deeper dive into valuation math, deal components, and how to evaluate each structure, see Negotiate a Deal in the Owner's Guide.

Survive Due Diligence

Due diligence is when the buyer goes through everything to verify what you've told them. For most small business deals, this takes 6 to 12 weeks. It can feel invasive. They're going to ask for your tax returns, bank statements, customer lists with revenue by customer, employee details, every major contract, your equipment list, and whether you have any pending legal problems.

Here's what usually happens. The sellers who sail through due diligence are the ones who prepared their financials early and put everything in a data room from the start. The sellers who struggle are the ones scrambling to pull three years of tax returns from a shoebox while a buyer waits.

The things that actually kill deals during this phase:

Financial surprises. Revenue that doesn't match what was represented. Expenses that weren't disclosed. EBITDA, which stands for earnings before interest, taxes, depreciation, and amortization, that was inflated. This is the biggest deal-killer because it breaks trust. If the numbers don't check out, most buyers walk.

Customer concentration. If 40% of your revenue comes from one customer, that's a risk the buyer is inheriting. They'll want to understand that relationship deeply, and they might discount the price to account for it.

Evasive behavior. This one is subtle but real. Sellers who get defensive when asked hard questions, who take a week to respond to simple requests, or who deflect instead of explaining make buyers nervous. The vibe of due diligence matters. Be open, be responsive, and if something looks unusual, bring it up before the buyer has to ask.

We've seen deals where a dip in Q2 revenue nearly killed the conversation, but the seller explained it proactively. One of their largest customers had delayed a contract renewal by two months. It was resolved by Q3. That context turned a red flag into a non-issue.

For industry-specific due diligence questions, check Rejigg's industry insight pages. They break down what buyers actually ask in your sector, based on real conversations. The Owner's Guide also covers due diligence and closing in much more detail, including what to expect from an LOI, how to structure weekly working meetings with the buyer, and the five things that most commonly kill deals.

Close the Deal

Closing is the finish line. Your attorney handles most of the mechanics: finalizing the purchase agreement, clearing contingencies, coordinating fund transfers, and filing the necessary paperwork. Your job is to understand a few key decisions.

Most small business sales are asset sales. The buyer purchases specific assets: equipment, customer relationships, intellectual property, inventory. This is cleaner for the buyer because they don't inherit unknown liabilities. Stock sales, where the buyer purchases the entire entity, are less common for smaller deals but can make sense if the business holds transferable licenses or contracts that are hard to reassign. Your CPA should weigh in on which structure saves you the most in taxes.

The purchase agreement will include representations and warranties, which are promises about what you've disclosed. It will include indemnification terms, meaning who pays if something turns out to be wrong. And it may include an escrow holdback, where a portion of the purchase price sits in an escrow account for 6 to 18 months to cover any post-closing issues. These aren't throwaway clauses. Get your attorney to explain each one.

Plan for a transition period. Most deals require 30 to 90 days where you help the new owner learn the business, introduce them to key customers, and walk them through operations. Some transitions stretch to six months or longer, especially when the owner has deep customer relationships. The more the business depends on you, the longer this will be.

You'll also sign a non-compete, typically 2 to 5 years within a defined geography. This is standard. If the scope feels too broad, your attorney can negotiate it down. For a full walkthrough of what happens after you close, including how to announce the sale to employees, customers, and suppliers, see Transitioning After the Sale in the Owner's Guide.

Common Mistakes Sellers Make

Overpricing from Day One

We see this constantly. An owner hears that a competitor sold for 5x and assumes they'll get the same. But multiples vary based on dozens of factors: growth trajectory, customer concentration, owner dependency, recurring revenue, industry trends. A 5x multiple for a business with 90% recurring revenue and a full management team is very different from a 5x ask on a business where the owner is the top salesperson and the biggest customer is 35% of revenue.

Get your valuation early, from a tool that uses real transaction data, not a gut feeling. Negotiating from a realistic number saves you months of stalemate with buyers who can see the math.

Letting Confidentiality Slip

Once employees find out, the clock starts ticking. Your best people start taking calls from recruiters. Customers hedge their commitments. Suppliers get cautious. Competitors get aggressive.

Use a blind listing. Require NDAs before anything sensitive is shared. Control every disclosure carefully. Most confidentiality disasters are self-inflicted.

Accepting the First Offer

The first offer is a starting point. Buyers expect you to counter, and they've built room into their proposal for exactly that. More importantly, having conversations with multiple buyers at the same time creates competition that naturally improves terms. We've seen offers improve meaningfully when buyers learn there are other interested parties.

Ignoring Deal Structure

A $3 million offer that includes a $600,000 earnout tied to aggressive growth targets might actually pay you less than a $2.5 million all-cash offer. Seller financing means you're carrying the buyer's risk for years after you hand over the keys. Understand every component. Have your attorney model the realistic outcomes, not the optimistic ones.

Waiting Until Closing to Think About Taxes

Asset sale versus stock sale. Capital gains rates versus ordinary income. How earnout payments get taxed. State taxes. These decisions interact, and the difference in what you take home can be significant. Your CPA should model the tax impact of each offer before you agree to terms. This costs a few thousand dollars and can save you tens of thousands.

What You'll Actually Take Home

The Broker Savings

On a $2 million deal, a broker takes $100,000 to $200,000. By selling directly, you keep it. That's the simplest part of the math. Across 26 completed transactions on Rejigg, every one of those sellers kept their full commission.

Your Actual Costs

An M&A attorney runs $10,000 to $30,000. A CPA for tax planning runs $2,000 to $5,000. These costs are the same whether you use a broker or not. Rejigg is free for sellers, so there's no platform fee.

What Deal Structure Does to Your Number

Here's a concrete example. Say you get a $2 million offer. If it's all-cash, you pay your attorney ($20,000), your CPA ($3,000), and taxes. The rest is yours. If the same deal includes a $400,000 earnout tied to revenue growth you no longer control and $300,000 in seller financing over three years, your guaranteed take-home just dropped to $1.3 million at close. The other $700,000 is theoretical until it actually arrives.

When comparing offers, always model the floor, not the ceiling. What do you take home if the earnout partially misses? What happens if the buyer pays the seller note on schedule but not early? Time value of money is real. A dollar today is worth more than a dollar in three years.

Ready to Start?

Rejigg gives you the tools to sell your business without a broker: buyer vetting, NDAs, a data room, deal tracking, direct messaging, and scheduling, all free for sellers. Get a free valuation to see what your business is worth, or schedule a call to talk through your situation.

Frequently Asked Questions

Can I sell my business without a broker?

Yes. You'll need an M&A attorney, a CPA for tax planning, and a platform to find qualified buyers. Rejigg handles buyer screening, NDA signing, document sharing, and deal tracking at no cost to sellers. Many owners prefer selling directly because they understand their business better than a broker would and they keep the 5-10% commission.

How much do business brokers charge?

Brokers typically charge 5-10% of the final sale price, often with minimum fee requirements. On a $2 million sale, that's $100,000 to $200,000. The fee covers valuation, marketing, buyer screening, and negotiation. With the right platform and an M&A attorney, you can handle all of this yourself for a fraction of the cost.

How long does it take to sell a business without a broker?

Most deals take 6 to 12 months from listing to close. The biggest factors are how prepared your financials are, whether your asking price is realistic, and how active buyer demand is in your industry. Sellers who start with clean books and a data-driven valuation tend to close faster. Rushing the process rarely helps.

Do I need a lawyer to sell my business?

Yes. An M&A attorney is the one professional you should always hire. They'll draft and negotiate the purchase agreement, handle representations and warranties, review the non-compete, and protect your interests through closing. Bring them in right before you sign an LOI, not before. Budget $10,000 to $30,000 depending on deal complexity.