Broker, M&A advisor or a direct sale: who should sell your business
The person who runs the sale decides how many buyers see the business and how hard the price is defended. What business brokers and M&A advisors actually do, how they are usually paid, when selling directly makes sense, and the questions to ask before signing with anyone.
Yevhen BorovoiFounderThe short answer. A business broker usually fits smaller, owner-run companies that will be bought by individuals. An M&A advisor usually fits larger companies that competitors and private equity firms will want, where a structured process can bring several bidders to the table. A direct sale fits when the buyer is already known: a competitor, a manager, a family member, someone who approached you. Each route has a cost, and the most expensive mistake is choosing one by default instead of by fit.
Why the choice matters
The person who runs the sale shapes three things an owner cares about: how many buyers see the business, how well its story is told, and how hard the price is defended when diligence starts. In the latest survey of brokers and M&A advisors, deals over five million dollars mostly drew three or more offers, while at the small end one or two offers were common. Competition is the strongest protection a seller has, and it does not appear by itself. Someone has to find the buyers, keep them interested and keep the process moving.
Who buys businesses of your size also decides who should sell yours. Our guide to who buys small businesses in 2026 describes the buyers; this note is about the people who bring them.
Business brokers
Business brokers work mainly with smaller companies, often called Main Street businesses: shops, restaurants, service firms, trades, local distributors. Their buyers are mostly individuals, many of them first-time owners financing the purchase with a bank loan.
What they do: help set an asking price, prepare a description of the business, list it on marketplaces and in their own networks without revealing its name, screen buyers, collect confidentiality agreements, arrange meetings and coordinate the deal with lenders, attorneys and accountants until closing.
How they are usually paid: mostly a success fee, a percentage of the price paid at closing, sometimes with a smaller upfront fee. For small deals the percentage is higher than for large ones, because the work does not shrink with the price.
Where they fit best: businesses that a capable individual could buy and run, where the buyer pool is wide and local, and where the deal will be financed by a bank.
M&A advisors
M&A advisors, and at the larger end investment banks, work with bigger companies, typically in the lower middle market and above. Their buyers are competitors, private equity firms and the companies they own, family offices and larger search funds.
What they do: prepare detailed materials, build a list of likely buyers, approach them in a controlled way, run a process with deadlines so that offers arrive at the same time, negotiate terms and manage diligence. The point of the process is competition: several serious buyers bidding against each other at the same moment.
How they are usually paid: often a monthly or upfront retainer plus a success fee on closing, with the percentage falling as the deal grows.
Where they fit best: businesses large or specialised enough that strategic and financial buyers will compete for them, and owners who can commit several months to a structured process.
The line between brokers and advisors is not sharp. Many firms work across it, and the size at which one becomes the other depends on the industry. What matters is not the title but whether the firm regularly sells businesses like yours to buyers like the ones you need.
Selling directly
Many sales start without anyone in between: a competitor makes an approach, a manager wants to buy, a family member is ready to take over, a supplier or customer asks. Selling directly saves a fee and can be faster and quieter.
It also has real costs. With one buyer at the table there is no competition, and the price is the one that buyer chooses to pay. The owner negotiates their own deal while still running the business, often with feelings attached, against a buyer who may have done this many times. And the buyer sets the pace of diligence.
Owners who sell directly still need an attorney for the agreement and an accountant for the numbers and the tax structure. Some also bring in an advisor for a limited role: checking the price against the market, or approaching a few other buyers quietly to see whether the first offer holds up. A direct offer is often a good reason to find out what the market would pay, not a reason to skip that question.
Which route fits your business
| Your situation | Usual route | Watch for |
|---|---|---|
| Smaller owner-run business, local buyers, bank-financed | Business broker | Their recent sales in your size and industry |
| Larger or specialised company, strategic and private equity interest | M&A advisor | A real buyer list and a process with deadlines |
| A competitor or partner has already approached you | Direct, with an attorney and accountant, possibly a market check | Selling to the only buyer you asked |
| Managers or employees want to buy | Direct, with advisors on financing and structure | Whether the business can carry the debt |
| Family succession | Direct, with estate and tax advisors | Fairness to other heirs, the successor's readiness |
Questions to ask before you sign
Whoever you consider, ask the same questions and compare the answers.
- How many businesses like mine, in size and industry, have you sold in the last three years? May I speak to two of those sellers?
- Who are the likely buyers for my business, and how will you reach them?
- How will you keep the sale confidential from my staff, customers and competitors?
- Who will do the work day to day, and how often will I hear from them?
- How do you arrive at a price, and what range do you expect? What could push it down?
- What exactly is the fee, when is it paid, and what is it based on: the headline price or the cash at closing?
- How long is the exclusive agreement, how can it end, and is there a tail period during which you are paid for buyers you introduced?
- What will you need from me before you go to market?
- How do you prepare for diligence, and what happens if the buyer tries to renegotiate?
- How are you licensed or registered for this kind of transaction in my state?
The rules on who may act as a broker or advisor differ by state and by type of deal. Ask, and let your attorney review the engagement agreement before you sign it.
What none of them will do for you
Brokers and advisors sell the business you have. Most of them are not in a position to change it in the months before a sale, and their incentive is to get to market. Clean books, a business that runs without its owner, customers who are not tied to you personally and assets in the company's name are the owner's work, ideally started a year or two before anyone is hired. Our guides to why good businesses sell for less and a business that runs without its owner describe that work.
A well-prepared business also helps you choose. The strongest brokers and advisors pick their clients too, and a business with clean records and a clear story gets better attention and a better process.
Where we stand
We do not broker sales, introduce buyers, negotiate deals or take referral or success fees, and we do not recommend particular brokers or advisors. That keeps our view of a business independent of whether it sells and to whom. What we do is look at the business through a buyer's eyes before the sale, in our sale preparation work, so that the owner arrives at the first meeting with a broker or advisor knowing what a buyer will find. Owners of technology companies who are choosing an M&A advisor may find our note on a second opinion before hiring an M&A advisor useful.
Nothing here is legal, tax or investment advice. Your attorney and accountant should be part of any sale from the start, whichever route you choose.
Questions
What is the difference between a business broker and an M&A advisor?
Business brokers mostly sell smaller owner-run companies to individual buyers, often financed by a bank, and list them on marketplaces. M&A advisors usually work with larger companies, approach strategic and private equity buyers directly and run a structured process with deadlines so offers arrive together. Many firms work across both.
How are business brokers and M&A advisors paid?
Brokers are usually paid mostly through a success fee, a percentage of the price at closing, sometimes with a small upfront fee. M&A advisors often charge a retainer plus a success fee, with the percentage falling as the deal grows. Check what the fee is based on and whether there is a tail period.
Can I sell my business without a broker?
Yes, especially when the buyer is already known: a competitor, a manager or a family member. You still need an attorney and an accountant. The main cost of a direct sale is the lack of competition, so many owners check the offer against the market before accepting it.
What should I ask a broker or M&A advisor before signing?
Ask how many similar businesses they have sold recently, who the likely buyers are, how they keep the sale confidential, who does the daily work, how the fee and the exclusive period work, and how they are licensed for the deal in your state. Have your attorney review the agreement.
Does The Structure sell businesses or recommend brokers?
No. We do not broker sales, introduce buyers, negotiate or take referral or success fees, and we do not recommend particular brokers or advisors. We review a business through a buyer's eyes before the sale, so the owner knows what a buyer will find.
Founder of PERETZ, DeZZign, The Structure and NEX, partner at SCHOEFFEL. An engineer by training who reads a business as one system: strategy, product, technology, processes and economics.