The success fee gets the attention and is rarely the largest surprise. What sellers underestimate is the total cost of a sale: the adviser, the lawyer, the accountant, and any diligence work a buyer requires. Budgeting for the total avoids the most common unpleasant moment at closing.
Get quotes to sell my business
The adviser's own fee
A retainer, monthly or at milestones, plus a declining success fee applied per tranche of price, with a minimum that governs on smaller deals. Ask for a worked example at three prices and ask whether the retainer is credited at closing. Ask too how deferred consideration is treated, because a fee on money you may never receive is a real risk.
What else lands at the same time
Legal fees for the purchase agreement and disclosure schedules, billed hourly and driven by how much is negotiated. Accounting fees for the add back schedule, the structure and often a quality of earnings exercise the buyer requires. Escrow agent charges. Together these are frequently a meaningful fraction of the adviser's fee.
Which terms move the total
The minimum fee on a smaller deal. Whether the fee is on enterprise value or equity value. Whether earnout and note payments are fee bearing at closing or on receipt. And the tail. A seller who negotiates those four has done more for their net proceeds than one who argues a point off the headline rate.
Questions people ask about M&A advisor fees
What do advisers typically charge?
Very few publish. The published US figures on this site run from 5% to 15% across firms that print anything, and advisers running processes usually add a retainer.
Can I get a fixed fee?
Occasionally for a defined scope, such as negotiating with a buyer you already have. It is worth asking for explicitly rather than paying a full process fee.
Who pays for the quality of earnings report?
Usually the buyer commissions their own, but a vendor version prepared by you is increasingly common in competitive processes and is your cost.