Answers/Brokers vs. Direct

How to sell my business without a broker?

Quick Answer
To sell your business without a broker: get an independent valuation (typically 2-4x SDE for small owner-operated firms, 4-8x EBITDA for larger ones), organize 3 years of clean financials, build a confidential information memorandum, source buyers, sign NDAs, negotiate an LOI, and close with a deal attorney and CPA. This saves the 8-12% commission but you manage the process and buyer outreach yourself.
Last updated: June 2026DealSeam Research

Start with valuation and financial prep. Normalize your earnings (add back owner salary and one-time costs to get SDE or EBITDA) and apply industry multiples — roughly 2-4x SDE for small owner-operated firms and 4-8x EBITDA for larger, professionally managed ones. Then assemble three years of clean financials and tax returns; buyers underwrite the numbers, so messy books cost you price.

Next, find and screen buyers, and protect yourself with NDAs before sharing anything sensitive. Buyer type drives price: an individual buyer often pays 2-3x SDE, a search fund 3-5x EBITDA, private equity 4-8x EBITDA, and a strategic acquirer 5-10x EBITDA. Cast a wide enough net that you have more than one interested party — competition is what protects your price.

Finally, move from a letter of intent into due diligence and closing. PE deals are commonly structured as 60-80% cash at close with the remainder as equity rollover, a seller note, or an earnout, and a full process typically runs 6-12 months. Even without a broker, use a transaction attorney and a CPA — how the deal is structured (asset vs. stock sale) materially changes your after-tax proceeds.

The hardest part of going broker-free is buyer access. This is where DealSeam fits: it is not a traditional business broker, but it introduces owners to qualified buyers off-market and is paid a success fee by the buyer where there's a fit, so you reach vetted buyers without paying a listing commission.

Related questions

Can I legally sell my business without a broker?

Yes. No license is required to sell your own business; most owners still use a transaction attorney and a CPA to structure and paper the deal.

How do I value my business myself?

Apply industry multiples to normalized earnings — about 2-4x SDE for small owner-operated firms and 4-8x EBITDA for larger, professionally managed ones.

How do I find buyers without a broker?

Tap your network, strategic competitors, search funds, and PE firms, or use off-market introduction services like DealSeam that connect owners with qualified buyers.

What documents do I need?

Three years of financials and tax returns, an add-back or earnings recast, a confidential information memorandum, and signed NDAs before sharing details.

How is the sale taxed?

Federal long-term capital gains generally run about 15-20%, plus state tax. A 3.8% net investment income tax can apply to higher earners but generally not to gain from a business you materially participate in, so many owner-operators land nearer 20% federal. Asset sales are usually less favorable to sellers than stock sales, so plan structure with a CPA.

Sources & methodology

  • DealSeam guide: How to Sell a Business
  • DealSeam EBITDA Multiples by Industry
  • IRS Topic No. 409 — Capital Gains and Losses
  • DealSeam guide: Business Broker vs. Direct Sale

This is general educational information, not legal, tax, or financial advice. Consult a qualified CPA and M&A attorney about your specific situation.

Thinking about selling your business?

DealSeam introduces owners to qualified, funded buyers off-market — confidentially, and at no cost to sellers. Start with a private conversation.