Selling a business is not one decision, it is about a dozen taken in a fixed order, and most of the money is lost by taking them out of order. This page is the sequence: what has to be true before you talk to anybody, what happens once you do, and where the timetable usually slips. There is no single best way to sell your business, but every route, with a broker or without one, runs through these steps. It assumes a privately held US company with real revenue and no public shareholders.
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Before anyone sees the business
Three years of clean financials, a list of the add backs you intend to claim with a document behind each one, and a written answer to the question a buyer asks first, which is what happens to the business when you stop turning up. If any of the three is missing you are not ready to go to market, and going anyway means correcting the record in the middle of diligence, which is where deals die. This preparation stage is measured in months, not weeks.
Going to market
The business is packaged into a document buyers read before they meet you, historically called a confidential information memorandum. It goes out under a non disclosure agreement. Buyers who read it and stay interested submit an indication of interest or a letter of intent, which states a price and a structure and asks for exclusivity in return. Exclusivity is the moment your negotiating power peaks and then falls, so everything you care about should be in that letter before you sign it.
Diligence and the paper
Once the letter of intent is signed the buyer verifies everything: the earnings, the customer contracts, the leases, the employee agreements, the tax filings. In parallel the lawyers draft a purchase agreement whose representations and warranties are you promising that what you showed is true. Retrading, where a buyer reduces the price late on the strength of something diligence found, is normal and is best prevented by disclosing the same thing early rather than defending it late.
Closing and after
Money rarely all arrives on the day. Expect part of it held in escrow against those warranties for twelve to twenty four months, sometimes a seller note you are paid on over years, and sometimes an earnout tied to performance you no longer control. Whether you stay on, for how long and on what terms is negotiated with the price rather than after it, because a buyer who needs you for a year is buying two things and will pay for both.
Other questions people ask
How long does it take to sell your business?
Six to twelve months is the usual range once preparation is done, and preparation itself often takes as long again. Anything under three months from a standing start usually means either a buyer already known to you or a price low enough to skip the competition.
Do I need a broker to sell my business?
No, and the cheapest routes are self service marketplaces where a listing costs tens of dollars. What a broker or adviser sells you is buyer reach and the willingness to say the difficult things on your behalf. Whether that is worth 5% to 15% of the price depends entirely on how many credible buyers you could reach yourself.
When should I tell my staff?
Almost always after the letter of intent is signed and usually closer to closing, with the key people told earlier under their own agreements. The exception is a business where a handful of employees are the value, in which case a buyer will want them committed before they commit.
What is the single most expensive mistake?
Signing exclusivity without settling the structure. A price agreed without saying whether it is an asset sale or a stock sale, what working capital comes with it and what is held back can move by a fifth once those are pinned down, and by then only one buyer is still at the table.