Selling a small business: what actually happens, and what it nets

Most small business sales are simpler and slower than owners expect. Simpler because the paperwork is short and the buyer is usually an individual. Slower because that individual needs financing, and financing takes as long as it takes regardless of how ready you are.

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The buyer is usually borrowing

An individual buyer needs a loan, and a lender underwrites the business's cash flow rather than the buyer's enthusiasm. That means your accounts have to support the debt at the lender's assumptions, and it means the lender's timetable governs the closing date. Sellers who prepare for the lender rather than for the buyer close faster.

Where the price lands

Small businesses are priced on seller's discretionary earnings, which is profit plus your compensation and documented personal expenses. The multiple depends on how much of that survives your departure. A business that runs without you prices at a different multiple from one where you are the salesperson, on identical numbers.

What it costs to sell

A commission if you use a broker, with a minimum fee that on a small sale can be a quarter of the price. Legal and accounting fees of a few thousand dollars either way. Marketplace listing fees are tens of dollars. The cheapest route is a known buyer and a good lawyer; the most expensive is a full service broker on a very small business.

Questions people ask about selling a small business

How long does it take?

Six to twelve months is normal once you are ready, with the buyer's financing usually the slowest step.

Do I have to tell my staff?

Not until you choose to, other than key people a buyer wants committed. Most sellers tell the team once the deal is certain rather than when it is possible.

What is the most common reason a small sale fails?

Financing, followed by accounts that do not support what the seller claimed. Both are addressed before listing rather than during diligence.

Sources

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