How do I sell my business?

The work that most affects your sale price happens before you ever talk to a buyer. Two to three years of clean, accrual-based financials, documented systems, and a business that can run without you day-to-day are what separate a premium sale from a discounted one. Get a realistic valuation early so you know both the number and where the value gaps are.

There are three main ways to reach buyers. A traditional business broker markets and screens for you but charges 8-12% (often a $10,000-$15,000 minimum). A public marketplace such as BizBuySell lists you openly. Or an off-market process introduces you directly to qualified acquirers - private equity firms, search funds, family offices, and strategics - which keeps the sale confidential. DealSeam is not a traditional business broker; it introduces owners to qualified buyers where there's a fit, and sellers pay nothing.

Buyer type drives both price and structure. An individual buyer typically pays 2-3x SDE; a search fund 3-5x EBITDA; private equity 4-8x EBITDA; a strategic acquirer 5-10x EBITDA. PE deals usually pay 60-80% cash at close, with the rest as equity rollover, a seller note, or an earnout.

Once a buyer engages, the deal moves through an NDA, a confidential information memorandum (CIM), a letter of intent (LOI) setting price and terms, due diligence where the buyer verifies your numbers, and finally closing and transition. Plan for tax, too - long-term capital gains run roughly 15-20% federal plus state. Higher earners can owe an extra 3.8% net investment income tax (NIIT), but it generally does not apply to gain from a business you materially participate in, so many owner-operators land nearer 20% federal. An asset sale is usually taxed less favorably to you than a stock sale.