Is it legal to sell a business without a broker?

Yes. A broker is an intermediary you may hire, not a requirement. You will still want an attorney for the agreements and a CPA for the numbers and the tax questions.

How much does a business broker charge?

Usually a percentage of the sale price, often somewhere between eight and twelve percent for smaller companies and lower for larger ones, sometimes with a minimum fee or a retainer. Ask for the schedule in writing. Treat any figure you read online, including this one, as a range rather than a quote.

Should I list my business on a marketplace website?

Only if confidentiality is not a concern and you have time to screen many inquiries. Listings reach a wide audience, much of it unqualified. A short list of buyers who already have a reason to want your company usually produces better conversations.

What is the biggest mistake owners make selling without a broker?

Starting with an unrealistic price. The second is sharing detailed financials before a nondisclosure agreement and a plain answer about financing. The third is letting the sale consume the attention the business still needs.

Can I sell directly to a holding company or family office?

Yes, and many of them prefer it. Write with a short anonymous summary, ask for a nondisclosure agreement, and ask early how the purchase will be paid for and how long they intend to own the company.

How to sell your business without a broker

In short

You can sell your business without a broker, and many owners of small and mid-sized companies do. It works best when you already know who the likely buyers are, when confidentiality matters more than a wide auction, and when you are willing to do the broker's work yourself: valuing the company honestly, preparing the numbers, approaching buyers, screening them, and running the process to a close with an attorney and a CPA beside you. It works badly when you have no idea who would buy, when you cannot spare the time, or when you need several bidders to find the price. This guide walks through the decision and then the steps.

Selling your business without a broker is possible, legal, and common. Brokers and advisors earn their fee by doing a set of jobs, and every one of those jobs can be done by an owner with the right help. The question is not whether you can; it is whether you should, given who you are likely to sell to and how much of your own time the company can spare while you do it.

This guide covers when a direct sale works and when it does not, what a broker actually does so you know what you are taking on, the steps in order if you go direct, how to find buyers without listing the company publicly, and how to protect yourself along the way. We write it as a buyer that has been on the other side of exactly this kind of sale.

If you have not yet decided what kind of buyer you want, start with our guide to who buys businesses. The answer changes how you should sell.

When selling without a broker works, and when it does not

A broker's main value is reach: a list of buyers, a process that puts several of them in competition, and a buffer between you and the negotiation. If you already have reach, or if you do not want an auction, that value shrinks.

A direct sale tends to work well in four situations.

You already know the likely buyer. A long-time manager, a competitor you respect, a supplier or customer, or a buyer who has written to you more than once. Many small and mid-sized businesses change hands this way.
Confidentiality matters more than a wide net. A broker markets your company, and marketing means more people hear about it. A direct sale lets you decide who learns of it and when, which protects employees, customers, and lenders.
You want a particular kind of owner rather than the highest number. If you have decided you want a long-term holder, a family office, or a specific operator, you can approach that short list yourself.
The company is too small or too specialized for brokers to take on. Many businesses fall below the size a broker will represent, and a direct sale is simply the practical route.

It tends to work badly when you cannot name a single plausible buyer, when the business cannot run for six months without your full attention, when you need competing bids to establish a price you can trust, or when you know that you will struggle to hear a low offer without taking it personally. In those cases a good broker or M&A advisor earns their fee, and the fee is usually a percentage of the price, often somewhere between eight and twelve percent for smaller companies and lower for larger ones. Ask for the schedule in writing before you sign.

What a broker actually does, so you know what you are taking on

It helps to see the job as a list, because that list becomes your list.

Values the business and sets an asking range, or advises against naming one.
Prepares the materials: a short anonymous teaser, a longer confidential summary, and a clean set of financials with adjustments explained.
Builds a buyer list and approaches buyers without naming the company.
Collects signed nondisclosure agreements and screens out buyers who are not serious or not funded.
Runs the schedule: when buyers get information, when they meet management, when offers are due.
Negotiates price and terms and keeps the conversation moving when it stalls.
Coordinates the attorney, the CPA, and the buyer's team through due diligence to the close.

None of this requires a license to do on your own behalf. What it requires is time, organization, and the willingness to be the person who says no. If you go direct, plan to hire the attorney and the CPA regardless; they are not optional, and they are the part of the cost you keep either way.

The steps if you sell your business yourself

The order matters. Owners who skip the first two steps tend to pay for it at the fourth.

01Decide what you want. Price matters, but so do the timing, your role afterward, what happens to your people, and what the company will stand for once it is not yours. Write these down before anyone makes you an offer, because an offer will reorder your priorities if you let it.
02Get an honest valuation. Owners often overestimate what their company will sell for, and an unrealistic number is the most common reason a direct sale goes nowhere. A CPA or an independent valuation professional can give you a defensible range. The range is a tool for your own judgment, not an asking price you must announce.
03Prepare the numbers. Three years of financial statements and tax returns, a current year to date, and a clear list of adjustments: owner salary above or below market, personal expenses run through the business, one-time costs. Buyers will find all of this anyway. Finding it early, from you, builds trust instead of eroding it.
04Write a short summary. Two or three pages that describe what the business does, who its customers are, how it earns money, who runs it day to day, and why you are selling. Leave the name off the first page so you can share it before a nondisclosure agreement is signed.
05Build a short buyer list and approach it. More on this in the next section. Aim for a handful of serious conversations rather than dozens of casual ones.
06Screen before you share. A signed nondisclosure agreement before any detailed financials. Proof of funds or a plain description of how the purchase would be financed before any management meeting. A buyer who resists both is telling you something.
07Agree the outline before the detail. A letter of intent sets price, structure, timing, and what happens to you and your team. Have your attorney read it before you sign, because it usually grants the buyer a period of exclusivity in which you stop talking to anyone else.
08Run due diligence like a project. Set up a shared folder, answer requests in batches, and keep a log. Most of what slows a sale at this stage is a seller who is still running the company alone and answering questions at midnight.
09Close with professionals. The purchase agreement, the allocation of the price, the handling of working capital, and the tax consequences all need an attorney and a CPA who do this work regularly. Questions about taxes go to your CPA, not to the buyer, however friendly the buyer is.

How to find buyers without listing the company publicly

A broker's buyer list is the hardest thing to replace, and the public marketplaces that promise to replace it tend to produce a long tail of inquiries from people with no money and no intention. If you go direct, build the list from the people who already have a reason to want your company.

People inside the business. A general manager or a group of managers may want to buy, often with bank financing and a note from you. This keeps the company intact and the sale private, and it is worth raising before you look anywhere else.
Companies next to yours. Competitors, suppliers, and customers already understand what you do. Approach one at a time, with care, since a competitor who learns you are selling and then does not buy has learned something useful.
Buyers who have already written to you. Most established companies receive letters from search funds, holding companies, and private equity firms. Keep them. When you are ready, the serious ones will remember you.
Buyers you choose by type. If you have decided you want a long-term owner, you can write to a short list of holding companies and family offices directly. Our guides to selling to a holding company and to the difference between a search fund and a holding company explain what each will ask.
Your own professionals. Your CPA and attorney see other owners and other buyers. Ask who they would call.

Whichever route you take, approach buyers with the anonymous summary first and the name second. A buyer who is worth talking to will sign a nondisclosure agreement without complaint.

How to protect yourself along the way

The risks of a direct sale are not exotic. They are the ordinary ones a broker would have absorbed: sharing too much too early, negotiating against yourself, and losing months to a buyer who was never going to close.

Four habits cover most of it. First, nothing confidential moves without a signed nondisclosure agreement, and the agreement names what counts as confidential. Second, ask every buyer how the purchase will be paid for before you meet in person, and ask what part is cash at close versus a note or an earnout. Third, never name your price first in writing; share the numbers and let the buyer make an offer, then respond. Fourth, keep running the business as if the sale will fall through, because some do, and the company you still own is your protection.

One more. Ask every serious buyer what they believe and where it shows up in how they own. A buyer who can answer that plainly, and point to a company they already own where it is visible, is a buyer whose promises you can check. That matters more in a direct sale, where no intermediary is vouching for anyone.

What it costs to sell a business yourself

The cash costs are the professionals: an attorney for the letter of intent and the purchase agreement, a CPA for the numbers and the tax questions, and possibly a valuation. These costs vary widely by company and region, and you would pay most of them with a broker too. What you save is the broker's percentage.

The larger cost is your attention. A sale takes months, and for much of that time you will be preparing documents, answering questions, and sitting in meetings while still running the company. Our guide to how long it takes to sell a business lays out the stages. Decide honestly whether the business can carry you through them. If it cannot, the broker's fee may be the cheapest thing you buy.

Where 323 Capital sits

We are a private holding company that buys businesses to hold, with our own permanent capital, no fund clock, and no plan to sell. Most of the owners we talk to are selling without a broker, and we prefer it that way: a direct conversation tells us more about a company than a process ever does. We sign a nondisclosure agreement first, we answer the financing question plainly, and we tell you what part of the price is certain at close.

The firm is named for Colossians 3:23, "In all things, work as for the Lord and not for man", and we state that standard publicly so that the owners who sell to us can hold us to it. In a direct sale, where nobody is vouching for the buyer, that is worth something: what we say in the first conversation is what we intend to do in the tenth year. Our article on why the firm is named 323 says more.

Our record is one company long. On New Year's Eve 2024, 323 Capital acquired Midwest Information Systems, a Schaumburg, Illinois company founded in 1988 that makes PAXIT imaging software and PAXcam cameras for laboratories. The team stayed. The name stayed. We do not buy with months or quarters in mind. We buy with decades in mind.

If you are weighing a direct sale and want a buyer's honest view of your situation, with no obligation and nothing marketed, write to General@323cap.com. We reply within two business days, and we are glad to sign a nondisclosure agreement before you share anything at all.

Questions owners ask

Is it legal to sell a business without a broker?: Yes. A broker is an intermediary you may hire, not a requirement. You will still want an attorney for the agreements and a CPA for the numbers and the tax questions.
How much does a business broker charge?: Usually a percentage of the sale price, often somewhere between eight and twelve percent for smaller companies and lower for larger ones, sometimes with a minimum fee or a retainer. Ask for the schedule in writing. Treat any figure you read online, including this one, as a range rather than a quote.
Should I list my business on a marketplace website?: Only if confidentiality is not a concern and you have time to screen many inquiries. Listings reach a wide audience, much of it unqualified. A short list of buyers who already have a reason to want your company usually produces better conversations.
What is the biggest mistake owners make selling without a broker?: Starting with an unrealistic price. The second is sharing detailed financials before a nondisclosure agreement and a plain answer about financing. The third is letting the sale consume the attention the business still needs.
Can I sell directly to a holding company or family office?: Yes, and many of them prefer it. Write with a short anonymous summary, ask for a nondisclosure agreement, and ask early how the purchase will be paid for and how long they intend to own the company.