Selling a Real Estate Brokerage Services Business

Most brokerages price off durable cash flow (often SDE or EBITDA), then adjust hard for agent retention risk, top-producer concentration, and the real broker-dollar margin after caps, fees, and exceptions. Smaller independents often trade at lower multiples than other service businesses because agents can move their production quickly. To sanity-check a range, use Rejigg’s free valuation calculator, then pressure-test it with your concentration tables, cap timing (how early your top agents cap), and any franchise royalties or above-market leases.

No. A sell-side broker usually earns the fee by sourcing buyers, controlling confidentiality, and running the process. Rejigg covers many of those mechanics with pre-vetted buyers, digital NDAs before access, and a secure data room for your roster summary, comp plans, leases, and compliance documentation. You can track buyer Q&As and compare offers side by side without sending spreadsheets to ten different emails. Start at Rejigg.

Sometimes. SBA lenders can be cautious with brokerages because revenue depends on independent contractors who can leave and because much of the value is goodwill tied to retention. SBA is more likely when cash flow is steady, processes are documented, owner dependence is low, and the deal clearly identifies what transfers (contracts, vendor relationships, leases, IP) versus what needs re-papering. Run scenarios with Rejigg’s SBA loan calculator, then prep lender-ready docs using Prepare to sell your business.

If you’re prepared, you can often reach a signed LOI in 30–90 days. Closing frequently takes longer because designated-broker changes, state notices, franchise approvals (if applicable), lease assignments, and compliance documentation add steps. Financing can add another 45–90+ days for underwriting and lender diligence. Deals move fastest when you start with an NDA-gated packet that includes roster concentration, split and cap economics, the designated-broker plan, trust-account controls, and a claims summary. Rejigg speeds this up with pre-vetted buyers, digital NDAs, and a built-in data room.

Buyers typically ask for three years of P&L statements plus a trailing twelve months. For a brokerage, they also want schedules that explain how GCI turns into broker dollar, including fees, royalties, and pass-through items that can inflate “revenue.” Expect questions on normalized earnings and add-backs, plus clarity on what you spend to retain agents (tech stack, training, transaction support). Rejigg’s QuickBooks integration can pull financials into your data room so buyers can diligence without you rebuilding the same spreadsheets.

Typical add-backs include owner pay above market, personal auto and phone, travel, one-time recruiting campaigns, non-recurring legal fees, and one-time settlements that won’t repeat. It depends on the expense: if it supports agent retention (TC subsidies, CRM licenses, coaching, E&O support), buyers often treat it as required to maintain production. The cleanest approach is to list each add-back, attach proof, and explain what would change operationally if it were removed. Rejigg’s data room lets you tie receipts, payroll reports, and notes to each adjustment.

Earnouts in brokerage deals often tie to retention and production over 12–24 months, such as keeping a certain percentage of top producers, hitting a broker-dollar target, or maintaining agent count by office. They show up when the buyer worries agents will leave after the announcement or after comp plans change. The details matter: definitions (GCI vs. broker dollar), how exceptions are treated, attribution across teams, and true-up timing. Rejigg’s offer comparison dashboard helps you review earnout terms side by side so you can see the risk behind the headline price.

Most buyers ask for a seller non-solicit of agents and staff, and many also ask for a non-compete within a set geography and time period. Enforceability varies by state, and the rules keep changing, so it’s worth getting local counsel involved early. In a brokerage, the practical concern is the seller re-recruiting the roster, pulling teams, or reopening under a new brand using the same relationships. Use Negotiate a deal to pressure-test scope, carve-outs, and transition communications.

Leases may be assigned, subleased, or left in the selling entity, depending on deal structure and landlord consent. Buyers will focus on term remaining, personal guarantees, rent escalations, required signage or remodel clauses, and whether each office is still productive in your market. A long lease with a personal guarantee often reduces price or leads to a holdback until the guarantee is released. Get ahead of it by providing a one-page abstract for each location along with the lease PDFs. Rejigg’s data room keeps those documents organized for buyers.

Many brokerage deals are negotiated cash-free and debt-free, with a working-capital peg that matches how the company actually runs. The right peg depends on commission timing, payable cycles, payroll, and whether you float agent-related items like chargebacks, marketing reimbursements, or transaction fees. Disputes happen when sellers view cash as distributable, but buyers view it as operating float needed to process commissions and keep vendors current. Rejigg’s deal tracker helps you define the peg and document which accounts are included so it doesn’t turn into a last-week fight.

They can take longer. Franchise sales often require franchisor approval, transfer fees, and a review of what agreement terms carry over, including royalty and tech fees that affect broker-dollar margin. Buyers also want to understand territory protections, recruiting support, and any marketing obligations. In some markets, brand recognition helps recruiting and can support a higher-quality agent roster. If you’re franchised, share the franchise agreement, royalty schedule, and transfer process early with serious buyers. Rejigg’s NDA gating helps you control access to those documents.

Taxes depend on your entity type, whether the deal is structured as an asset sale or equity sale, and how the purchase price is allocated between goodwill and other assets. Brokerages often allocate a large share to goodwill, which can be taxed favorably in some situations, but state rules vary, and your facts matter. Also watch for payroll tax exposure, 1099 classification issues, and reserves for open claims that can affect net proceeds. Model after-tax outcomes with your CPA early, then use Due diligence and closing to reduce surprises.

It depends on deal structure and state law. In an equity sale, ICAs may remain with the entity. In an asset sale, you often need assignments or new agreements, and you may need to re-paper MLS, association, or compliance items at the same time. Buyers will review ICA language around fees, commission deductions, advertising rules, data and privacy, and post-termination obligations where enforceable. The communication plan matters: agents want to know what changes on splits, tools, and support, and who will answer questions. Rejigg helps coordinate staged disclosure and document sharing under controlled access.

Most buyers triangulate production using your internal agent-level reports (closed sides and GCI), MLS or board data where available, and accounting or transaction management records that show commission disbursements. They care more about consistency than perfect matching across systems, and they usually start with the top agents and top teams. You can speed diligence by sharing anonymized agent IDs with production bands early, then sharing identities later under NDA and after a credible LOI. Rejigg supports this by gating sensitive schedules and controlling who sees them.

Agent flight, or a credible threat of it, is the most common deal killer. The next is broker-dollar compression once the buyer models caps, exceptions, franchise fees, and pass-through items that looked like revenue. Other late-stage derailers include a weak day-one designated-broker plan, trust-account control gaps, and unresolved complaints or claims that spook lenders. You can reduce these surprises by sharing a buyer-ready packet early and keeping diligence structured. Rejigg’s buyer vetting and data room help keep the process tight and limit tire-kickers.

Confidentiality matters because rumors can trigger agent churn, team instability, and competitor recruiting. A staged approach usually works best: start with non-sensitive metrics like production concentration bands and a high-level economics summary, then share agent identities, team agreements, and detailed financials only after an NDA and buyer vetting. It also helps to plan your internal announcement timing around licensing steps, MLS changes, and the buyer’s retention plan, so the first message feels confident and complete. Rejigg supports staged disclosure with pre-vetted buyers, digital NDAs, and document-level permissions.

Many deals include a 30–180-day transition. The highest-impact work is agent communication, handoffs with top producers and team leaders, and coverage for designated-broker and supervision continuity. If the seller is the face of the brand, a longer transition with scheduled events and joint meetings can help retention, especially in relationship-driven markets. Transition terms should spell out hours, responsibilities, compensation, and success measures like recruiting cadence, retention checkpoints, and who owns escalations. Use Transitioning after the sale to plan it.

In brokerage deals, the cleanest close often beats the highest headline number. Compare the buyer’s retention plan for top agents and teams, whether comp plans change, financing risk and timing, escrows or holdbacks tied to claims or trust accounts, and the working-capital peg. If there’s an earnout, dig into definitions, reporting, and dispute mechanics. Also, confirm the buyer can meet designated-broker and supervision requirements on day one in your states. Rejigg’s offer comparison and deal tracking tools let you line up structure, contingencies, and timelines side by side.