Legal fees on a business sale are almost always hourly, and the hours are driven by how much of the agreement is negotiated rather than by the price of the business. A seller who understands what generates those hours can reduce them substantially without reducing their protection.
Get quotes to sell my business
What the lawyer does
Reviews or drafts the purchase agreement, negotiates the warranties and their limitation package, prepares the disclosure schedules with you, handles the escrow, note or earnout documents, deals with lease assignment and consents, and manages closing mechanics. On a share sale they also check the corporate record. Very little of this is optional if you are giving warranties.
What increases the bill
Disclosure schedules assembled from scratch during exclusivity. Corporate housekeeping that should have been done years ago. A buyer's first draft that is aggressive on every point, which doubles the negotiation. And a seller who changes their mind about structure after drafting has begun. Three of those four are within your control before you start.
How to control it
Ask for an estimate with the assumptions stated, and for a call if the work is going to exceed it. Prepare the disclosure schedules yourself in draft. Fix the corporate record before marketing. And settle the structure in the letter of intent rather than during drafting, which is the single largest saving available.
Questions people ask about attorney fees for selling a business
Should I use my regular lawyer?
Only if they have done business sales. The warranties, the limitation package and the disclosure schedules are specialist work and a generalist learning on your file is expensive twice over.
Can I get a fixed fee?
Sometimes for a defined scope on a simple sale. Where warranties and deferred consideration are involved, most firms price hourly because the negotiation length is not theirs to control.
Who pays the buyer's legal costs?
Each side pays its own in the normal case, and the costs clause in the letter of intent usually confirms it.