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Selling a Business… By-Owner? Or… Hire a business transfer intermediary and/or a different kind of professional advisor?

Should sellers of small and midsize businesses sell by-owner or list their business for sale with a business broker/intermediary? It depends. This report will help you decide.

Process to Sell a Business

While the goal is similar among business transfer intermediaries and other professional advisors to sellers, the means by which they achieve their goal may differ. The basis of what you are about to read is the 500 year collective experience of a network of consultants and dealmakers. This group consists of business brokers/intermediaries, specialty advisors to businesses for sale by-owner, and Authorized Business Buyer Advocates ®. These professionals independently own and operate offices in the USA and Canada. Their proprietary client service system was developed by Ted Leverette during the 1970s. Today it represents the state-of-the-art.

The perspective of this report derives from the view of business transfer intermediaries and other professional advisors to sellers. But marketplace realities influence the thinking and activity among these agents and advisors. By necessity, what is important to the sellers of small and midsize businesses is important to agents and advisors. The opportunity available to agents and advisors is proportional to their ability to convey to business sellers what sellers need.

We don’t have access to the systems, protocols and other information in use by all agents and advisors. But we do have permission from Partner” On-Call Network, LLC, the originator of the 36- Step Process to Sell a Business™ and BIZFIZBO ® (business for sale by-owner) to frame, for you, what you are now reading. POCN is not a business brokerage. POCN’s independently owned and operated offices in the USA and Canada collaborate with some of the best business brokers/intermediaries and professional advisors to achieve done deals.

Poll: Why do sellers hire business brokers instead of trying to sell by-owner?

62 reasons are why sellers of small and midsize businesses hire business transfer intermediaries (i.e., business brokers and advisors who specialize in dealmaking on behalf of sellers), according to our poll, conducted in the USA and Canada (plus a few contributors from around the world).

The top reasons are these:

Brokers know how to sell businesses; most sellers don’t 24%
Seller doesn’t want to be distracted from running business 16%
Confidentiality preservation and knowledge of what/when to show buyers 14%
Access broker’s database of potential buyers and investors 13%
Maximize price buyers will pay for the business 9.%
Owner does not know how to find buyers 8.%
Prepare owner to sell and prepare business for sale 5.%
Broker understands and can depersonalize negotiations 5.%
Explain and handhold seller throughout selling process 2.%
Owner afraid of trying to sell by owner 2.% Help buyer obtain financing 2.%
===
100%

Shown in this report you will find all the reasons, each categorized into the major classifications of activity necessary to sell a business. Click here to see all the reasons on one page.

But first let’s be sure you understand the context in which we prepared this report. We are coming from two views:

The reasons why sellers need help to sell their business pertain to both types of service providers, but the scope of service and delivery method differs between sales intermediaries and professional advisors.

Depending on the type and size of business for sale, marketplace realities and the owners’ reason and motivation to sell, the companies’ divesture team may consist of various practitioners, such as:

The Goal

Whether sellers hire a business broker or sell by-owner, the goal is to prepare and package the business so it sells faster, at a higher price and on better terms than are probable without assistance from service providers. Service providers deploy their proprietary means and methods; they educate and guide sellers through every step (within their scope of expertise). This enables marketing and dealmaking to progress in the optimum sequence.

Classification of Activity

This part of our report takes a more inclusive view than the way we posed the poll question: “Why do sellers hire business brokers instead of trying to sell by-owner?”

We change the question to this:

Why do sellers hire business transfer intermediaries and/or other professional advisors?

The reason we phrased the question as we did, in the poll, pertains to perspective. From the view of business transfer intermediaries and other professional advisors, they might pose the question like this: “Why should a business owner hire a business broker or M&A firm to sell their business?”

But from the view of the owners of small and midsize businesses, who are thinking about selling the company, the question is more accurately phrased like this: “Why do some sellers hire business brokers instead of trying to sell by-owner?”

Most potential sellers wonder whether they should try to sell their business themselves.

And the reasons sellers give for hiring business transfer intermediaries and other professional advisors are much more numerous than the reasons stated by most business brokers and intermediaries.

For example, from our research (so far) of business brokerage websites and articles we’ve discovered on the topic, 20 is the maximum number of reasons brokers cite.

Our goal, in this report, is to reduce the gap between the quantity and type of reasons communicated by business transfer intermediaries versus the reasons communicated by business owners and sellers.

We think sellers, business transfer intermediaries and other professional advisors will make more informed decisions when they market whatever it is they want to sell if all of them have the full deck of cards, which our report reveals. The larger the perspective and information, the greater the probability of selling businesses for sale.

So far, thanks to input from business owners and sellers, and business transfer intermediaries and other professional advisors, we’ve collected 62 reasons.

Okay, on to the rest of this report…

The reasons are categorized into the major classifications of activity necessary to sell a business.

The reasons are shown only once but some of them are pertinent to more than one classification of activity. The reasons are listed alphabetically; you can decide the relative importance of each of them.

Marketplace Realities

Up to 80% of businesses for sale, which sell, are sold by-owner… depending upon the industry, size of business, profitability and reason for sale.

Sellers that hire the right business transfer intermediary and/or other professional advisor report selling their business at a higher price and on better terms than, arguably, is usually achieved by businesses sold by-owner.

Should sellers of small and midsize businesses sell by-owner… or list their business for sale with a business broker/intermediary? It depends. This report will help you decide.

There are probably more than the 62 reasons shown in this report.

Why do sellers hire business transfer intermediaries and/or other professional advisors?

Business transfer intermediaries of all types function as go-betweens; they can filter communications so all parties to the pending transaction can focus on the most salient points and realistically negotiate differences of opinion. It is normal for conflicts to arise between sellers and buyers (and their advisors). Sometimes it pertains to personalities; and maybe differing goals or misunderstandings about facts. The best business transfer intermediaries can help people understand the facts and find win-win compromises instead of becoming unnecessarily defensive.

Pricing Businesses for Sale

Sellers of small and midsize businesses may not need to hire an independent appraiser to value the business enterprise or its assets. But sellers might want to do so. Professional guidance can be the irrefutable remedy when a seller, broker, buyer or source of financing disagrees on the selling price for the business.

Appraisers are not the only source of credible information, which sellers can use to price businesses for sale. Some business transfer intermediaries and other professional advisors access national databases of business sale statistics. This enables sellers to price their business from many points of view. This technique gives sellers more flexibility when they decide on their asking price and the terms of sale. Actual sales price information from credible third parties is a powerful persuader when a buyer asks sellers to justify the sellers’ price.

Why do sellers hire business transfer intermediaries and/or other professional advisors?

Diagnostic Exam of the Seller and the Business

Selling a business may take longer to sell than sellers anticipate because of what they don’t know. What sellers don’t know can result in a lower sales price and less favorable terms. Fresh insight from business transfer intermediaries and other professional advisors into the seller’s business highlights what will appeal to a buyer, and identifies what will not make a favorable impression. A diagnostic exam by a business transfer intermediary and/or other professional advisor can create a blueprint for action. Attractive features of the seller’s business become cornerstones of the strategy used to market the business for sale. Business transfer intermediaries and other professional advisors can recommend correction to some parts of the seller’s business, so a potential buyer has fewer negative items upon which to justify a lower price or unfavorable terms.

Why do sellers hire business transfer intermediaries and/or other professional advisors?

Preparing the Seller and the Business for Sale

One of the most difficult tasks sellers face, besides discovering how a buyer will perceive the seller’s business, is knowing which weak parts of the business to correct. Some improvements are more important. Prioritizing change is critical because each improvement can impact the business in many ways. Business transfer intermediaries and other professional advisors can help sellers identify the business’ weak links. And then recommend only the essential changes in a sequence that has maximum impact—so sellers get the biggest bang for their buck.

Why do sellers hire business transfer intermediaries and/or other professional advisors?

Merchandising Businesses for Sale

Failure to properly package or merchandise the business for sale causes it to take longer to sell (if it sells), and it will sell for less money on less desirable terms. Most business owners are good at managing their company, but it is the rare owner who is expert at managing the sale of a family business. When sellers attempt to deal directly with a buyer, the buyer discounts virtually everything the sellers claim, unless an independent third party has participated in the gathering and analysis of information about the seller’s business.

Business transfer intermediaries and other professional advisors can establish a strategy to market the seller’s business. They can help prepare written sales materials, such as an offering prospectus; they can estimate the most probable price range within which the business will sell. Business transfer intermediaries and other professional advisors can teach sellers how to answer questions the buyer will pose, and tell sellers the questions sellers should ask buyers. If sellers want to hire a broker, professional advisors can show sellers how to select the right one for the seller’s type of company.

Why do sellers hire business transfer intermediaries and/or other professional advisors?

Analysis of Purchase Offers

Business transfer intermediaries and other professional advisors can critique purchase offers. They can identify areas where sellers should pay particular attention in structuring a counteroffer or preparing the contract of sale. They can also prepare, for the business, an estimate of net proceeds of sale and a post-sale cash flow analysis.

Why do sellers hire business transfer intermediaries and/or other professional advisors?

Dealmaking

Why do sellers hire business transfer intermediaries and/or other professional advisors?

Want To Sell A Business? Do This.

Buyer expectations. Whether businesses for sale are for sale by-owner or are represented by a business transfer intermediary or other professional advisor, buyers expect the following type of information to be disclosed to the buyer at the most appropriate time.

Where you start determines where you end up. A chain reaction occurs once you begin the process of selling your business. It is difficult to stop it. You can be swept along to your detriment in the wrong direction if you’re not totally prepared.

It’s a balancing act. You want to sell but it takes time to prepare and handle the selling process. And you have a business to manage and a life to live.

Don’t naively think you can delegate the selling process to just anyone. A large portion of your net worth may be at risk. It’s important that you carefully manage your business during the time it is for sale, perhaps better than you ever have managed it. You must also correctly handle each step of the process to sell a business.

Unless you’re expert at selling businesses and have the massive amount of time it takes to prepare your business for sale, hire an expert to handle some of the tasks. Business transfer intermediaries and other professional advisors can show you how to be efficient in the tasks you want to handle. Don’t try to do-it-all-yourself unless you are positive you can do it right.

When is the best time to sell your business? Why risk money, and the blood, sweat and tears you’ve invested in your business? When it’s time to cash out, you must know how to get out— quickly—without leaving money on the table. It takes preparation and timing. Business transfer intermediaries and other professional advisors can show you how to do both, so you get the best deal.

Why are you selling? If you give the wrong answer, you may not sell your business. If you give the right answer in the wrong way, it may take a long time for you to sell and you will not get the highest price.

Appearance is everything! How a buyer perceives your business is more important than what you think about your business.

There is a “best” buyer. Your business will sell more quickly and on better terms if you communicate with buyers who do not pose a competitive threat. Look for buyers who are actively searching for a business like yours. And find out early in your communication whether the buyer has sufficient financial and managerial capability to buy your business—right now.

Business transfer intermediaries and other professional advisors will show you how to excite buyers about your business (without identifying it too soon) and how to screen buyers before you reveal trade secrets.

You’ve worked too hard and too long to risk everything. There is a process to sell your business.

Learn it; use it if you choose to sell by-owner. Or list your business for sale with the right broker for your type and size of business.

The Process to Sell Your Business

You’ve already seen the process to sell a small or midsize business. It consists of the classifications and the reasons why sellers hire business transfer intermediaries and/or other professional advisors.

Here again are the classifications of activity (i.e., the divisions of work). We rephrase them here as action steps. And realize that the sequence of events might change depending upon the circumstances of each business for sale.

Easier to Sell a Business if it’s a Worthwhile Investment

Before you try to sell your business, try to make it more attractive to buyers (and more profitable and enjoyable for yourself). Increase the value of your company.

The best consultants to small and midsize businesses have “plug-in” tools that enable clients to increase their company’s net cash flow. Some of them work within one week. Some take longer. But almost nothing takes longer than trying to sell a business that is not ready for sale.

Here are a few things you can do to increase the marketability and value of your company right away.

“Eat-To-Beat” Your Competition

Let’s face it. Growing your company by “fighting” your competition is the hard way.

Whenever you get a competitive advantage, your competitors copy you. When you “steal” their customers or employees, they do the same to you. When you launch a new marketing program, it takes time and money before you know whether it succeeds or fails. This is business-as-usual for the typical owner.

The street-smart owner uses a better way to grow a company and increase personal net worth:

It’s what the big boys (and girls) do. You can do it too, with the right guidance.

When done correctly, company growth by acquisition is faster, safer, cheaper and more profitable than investing more in marketing to increase revenue.
Of course, buying a business is risky. But it doesn’t have to be.

In the 1970s Ted J. Leverette, president of “Partner” On-Call Network LLC, created the concept of Business Buyer Advocacy ™. You can benefit from the 500 year collective experience earned in the USA and Canada from his network of licensed Authorized Business Buyer Advocates ®.

An Authorized Business Buyer Advocate can introduce you to companies for sale you can’t find on your own and then help you achieve a win-win deal.
And then it will be more pleasant and profitable someday when you try to sell by-owner or list your business for sale with a broker/intermediary.

The most recent Business Brokerage Press Industry Survey (Available for purchase at www.bbpinc.com) reported that the average business brokerage office has about 45 listings and the sole practitioner has about 13, at any one time. 13 seems about right, although we feel that 15 to 20 is a much better number of listings for a one-person office. Therefore, forty-five listings for an office with multiple associates seems quite low. Our offices in the “old days” had 75 plus listings in an office of about six associates plus a manager in production. A successful office needs at least the same number per agent as the sole practitioner. The average listing period seems to be about 10 months, but for estimation let’s use six months. This means that each associate only has to get about two General Business listings a month to maintain 13 or so listings at any one time.

Many owners would say: “we’ll take 45 good listings any time.” That’s tough to argue with, but office owners are assuming that they are all good listings. In most offices selling one out of three listings is pretty good; in reality one out of four is probably the norm. The smaller the deal the worse the percentages and conversely the larger the deal the more likely the percentage of listings to sales will be better.

Regardless of percentages, the real issue is getting listings. Each individual sole practitioner or office owner has to decide for himself or herself how many listings they feel their office should have at any one time. The source of listings is a big challenge. Over the past few years our surveys and conversations with business brokers indicate a reliance on referrals for leads; and less on other typical methods. Direct mail is second with cold-calling tied for third place with the Internet. The largest source for referrals are coming from satisfied clients and customers. However, “other” is in second place. We suspect that many of the “others” come from the various forms of mailing that is being used by business brokers today.

Years ago cold-calling was the mainstay of prospecting for listings. Today it seems that referrals and direct mail now make-up over 40 percent of what we call prospecting, although we’re not sure that one could call referrals prospecting since it is certainly not pro-active. But, if it works, it works. As we have mentioned, referrals only make up 25 percent of the listings source and 23 percent of that figure comes from “Other,” which may mean that they weren’t really direct referrals.

Mailing has been, and still is, an effective method of putting (and hopefully keeping) you and your company name in front of potential sellers and those who might refer sellers to you. Although 61 percent of offices and 56 percent of sole practitioners report that they have an on-going direct mail program. If you or your office are not maintaining a direct mail program, you are not only in the minority, but you’re missing a lot of possible listings. No listings means no commissions and eventually no sales force. The office has to do whatever is necessary to keep the listings flow.

A direct mail program is an absolute necessity. Assume that you mail 2,500 mailings a quarter and get a one percent return which means you receive 25 calls from potential sellers. Of that 25, 10 turn into listings and two actually sell. The average fee is $15,000. This means that the mailing should create about $30,000 in commission dollars. It costs you about $1.00 for each mailing piece or $2,500 per quarter. It would seem that spending $10,000 on a one-year mailing program should generate approximately $100,000 + in commissions. So, why aren’t you mailing?

For information on newsletters [Today’s Business Scene and/or the Privately Held Company] that can assist in a successful mailing program visit www.bbpinc.com.

It’s hard to believe we’re already into the second quarter of 2025. Where has the year gone? It seems like just yesterday we were wrapping up our 2024 production—and what a year it was.

Let’s take a moment to reflect on some impressive numbers. In 2024, BBF members collectively sold 1,148 businesses totaling $840 million in transaction value. That’s a significant leap from the $795 million in total deals closed in 2023. Even more noteworthy is the rise in average business value—$740,000 in 2024 compared to $683,000 the year before. These stats not only reflect the hard work of our members but also the strength and resilience of the business sales market in Florida.

Now, it’s that exciting time of year again—awards season! Congratulations to all our members who are receiving recognition for their outstanding production. Your commitment to professionalism, persistence, and excellence continues to raise the bar for our entire organization. Whether this is your first award or another in a long line of achievements, you’ve earned it—well done.

Finally, I want to highlight an important event on the horizon: the IBBA Annual Conference, taking place this year in Orlando, May 16–18. This is a prime opportunity to engage in top-tier educational sessions, sharpen your skills, and build relationships with fellow brokers from across the country. If you haven’t already registered, I highly encourage you to do so. It’s right in our backyard this year—let’s make a strong showing from Florida!

Thank you for all you do to uphold the standards and reputation of the Business Brokers of Florida. Let’s keep the momentum going in 2025.

Rock on!

By leveraging professional advice, maintaining transparency, and being patient and thorough, you can enhance your chances
of a successful transaction.

With 30 years of experience and having overseen thousands of business transactions, I’ve encountered numerous myths about the business buying and selling process. Here are some of the most common misconceptions and the realities behind them.

Absentee Businesses Absentee businesses are extremely rare. While possible, it requires a robust management team you can trust implicitly. The risk of financial loss is high if attempted on a business that was owner operated in the past.

No Money Down Most sellers expect a down payment, and financial institutions typically require it to secure a loan. Creative financing strategies, such as seller financing or earn-outs, can reduce the upfront cost, but some initial investment is almost always necessary.

The Gifted Business The notion that a retiring owner will simply give you their business is a myth. While some owners might offer favorable terms to a trusted successor, they still expect compensation for the value they’ve built.

Playing Hardball Gets the Best Deals Aggressive tactics often alienate sellers or buyers, leading to a breakdown in negotiations. A collaborative approach, where both parties feel they are getting a fair deal, results in better outcomes.

DIY Legal and Financial Transacting without an attorney or CPA is dangerous. Professionals help ensure that the transaction is legally sound and financially viable. They can identify potential pitfalls and protect your interests.

Unrealistic Price Expectations Expecting to sell or buy your small business for an unrealistic price always leads to a dead end. Valuation ranges are well published and anything outside the norm is often easily identified.

Direct Transactions Save Money Buying directly might save on broker fees, but it also comes with risks. Brokers add value by providing market insights, negotiation expertise, and due diligence support. Without their guidance, you might miss critical details or overpay.

Confidentiality is Not Important Informing employees, vendors, and landlords about your plans to sell or buy a business can have significant, negative implications. It can create uncertainty and anxiety, potentially leading to staff turnover, strained vendor relationships, and landlord concerns. Wait until the deal is finalized.

Every Business Can Have Recurring Revenues Turning a business into a recurring revenue model is challenging, and forcing a change can alienate customers and disrupt operations. A thorough analysis is needed to determine if this model suits your business.

Finding the Perfect Business It’s unlikely you’ll find a business that meets all your (or your advisor’s) criteria. Be prepared to encounter some issues with any business you buy; no business is perfect.

Replacing a Partner Finding or replacing a partner to buy shares of your business is virtually impossible. There is hope that this may change in the future with the passage of 2023’s Brokerage Simplification Act.

Finding a Deal is Easy Simply announcing your intention to buy a business won’t necessarily attract opportunities. Building relationships, constant searching, and demonstrating your seriousness is essential to success.

Sourcing Funds from Others Getting promised money from family, friends, or private equity is often met with an eventual decline by well-intentioned parties.

Valuation Accuracy Valuation is an art. A comprehensive approach, including multiple opinions and market analysis, provides a more accurate picture. But remember that every business and situation is different.

In summary, navigating the business buying and selling process requires dispelling common myths and embracing a realistic, informed approach. By leveraging professional advice, maintaining transparency, and being patient and thorough, you can enhance your chances of a successful transaction.

Business brokers play a pivotal role in the buying and selling of businesses, acting as intermediaries between buyers and sellers. Given the complexities of business transactions, tax planning becomes a critical aspect of their work, ensuring that both the broker and their clients can minimize tax liabilities and maximize after-tax gains. Here’s a comprehensive guide on tax planning for business brokers.

1. Understanding the Broker’s Income

Business brokers typically earn their income through commissions, which are a percentage of the sale price of the businesses they facilitate. This income is considered ordinary income and is subject to federal and state income tax, as well as self-employment taxes.

Key Tax Considerations for Broker’s Income:

Tax Planning Tip:

Brokers should work with tax professionals to estimate quarterly tax payments to avoid underpayment penalties. Using a retirement plan like a SEP IRA or Solo 401(k) can help brokers lower taxable income and save for the future.

2. Structuring Broker Commissions

Business brokers often have flexibility in structuring their compensation, and tax planning can help them decide whether to operate as a sole proprietor, LLC, S-Corporation, or C-Corporation. Each structure has unique tax implications.

Tax Planning Tip:

By electing to be taxed as an S-Corp, a broker can save on self-employment taxes. However, this requires maintaining reasonable salary standards, and paying payroll taxes on that salary.

3. Handling Capital Gains for Clients

For business brokers, the tax implications for their clients are often a central focus of the transaction. The primary concern here is whether the proceeds from the sale of a business are taxed as ordinary income or capital gains.

Tax Planning Tip:

To minimize tax exposure for clients, brokers should encourage them to hold assets for at least one year before the sale. Additionally, advising clients to allocate a larger portion of the sale to long-term capital assets like goodwill or intellectual property can result in tax savings.

4. Installment Sales for Tax Deferral

In some cases, business brokers may recommend that their clients structure the sale as an installment sale. This allows sellers to receive payments over time, spreading out their tax liability over several years, rather than paying a large amount in taxes in the year of the sale.

Tax Planning Tip:

Installment sales can defer capital gains taxes, but brokers need to carefully structure these sales to avoid issues like recapture of depreciation, which can result in higher tax liabilities for the seller.

5. Deductions and Expenses for Brokers

Business brokers often incur significant expenses in the process of facilitating sales. Understanding which expenses are deductible can reduce taxable income and lower overall tax liability.

Deductible Expenses:

Tax Planning Tip:

Brokers should maintain detailed records of all business expenses to maximize deductions. It’s also wise to consult with a tax professional to ensure all allowable deductions are claimed.

6. Retirement Planning and Tax Deferral

Business brokers can take advantage of various retirement accounts to reduce taxable income while saving for retirement. Contributions to these accounts are typically tax-deferred, meaning that the income is not taxed until it is withdrawn in retirement.

Options for Brokers:

Tax Planning Tip:

By contributing to retirement accounts, business brokers can significantly reduce their taxable income, potentially lowering them into a lower tax bracket while saving for their future.

7. State-Specific Tax Considerations

Tax laws vary significantly from state to state, and business brokers working in multiple states or facilitating transactions across state lines need to be aware of these differences. Some states have no income tax, while others impose high taxes on both income and capital gains.

Tax Planning Tip:

Brokers should familiarize themselves with the tax laws in each state where they operate or consult with a tax advisor who specializes in multistate operations.

8. Working with a Tax Advisor

Given the complexity of tax planning for business brokers, it’s highly advisable to work with a tax advisor or CPA who specializes in small business and self-employed tax strategies. A tax advisor can help brokers navigate tax deductions, retirement planning, and tax-efficient structuring of commissions and transactions.

Final Tip:

By implementing proactive tax strategies throughout the year, brokers can reduce their tax liabilities and keep more of their hard-earned commissions.

Conclusion

Tax planning is an essential aspect of the business brokerage industry, impacting both the broker and their clients. By understanding tax obligations and leveraging strategies like S-Corporation structures, retirement accounts, and installment sales, business brokers can minimize taxes and enhance their overall profitability. Collaborating with tax professionals ensures compliance with tax laws and helps maximize after-tax income for brokers and their clients alike.