How to Sell a Small Business Without a Broker to a Buyer You Know

Buyer identity and authority before financial disclosure

The interested person and the legal buyer are two different fields until authority and acquisition intent have been confirmed.

Start with the entity that may acquire the business and the person authorized to speak for it. A longtime customer, employee, or competitor can show genuine interest without having authority to commit the buyer.

Before you send financial statements, make a dated buyer note. Write down who will buy, who can decide, and who at your company will reply. Include the buyer's stated interest and requested timing, followed by the first question your company is prepared to answer.

SBA seller guidance addresses information access, ownership questions, and sale agreements. Its buyer guidance names financial information, contracts, and leases among common acquisition materials. ^{[1, 2]} The guidance supplies context for the work ahead. Your company still decides what answers a defined request and who may receive it.

Write the buyer's requested timing beside the question. Compare it with the business-sale timeline before you accept a pace the company cannot support. Owners still weighing more than one buyer route should start at the buyer-and-process desk.

• Legal buyer name, decision lead, company contact, and stated reason for the approach.
• The business, assets, or relationship the buyer has actually mentioned.
• Requested timing and the first company question that still lacks an answer.

The company, assets, and obligations inside the offer

A headline price leaves the object of the offer unclear. The buyer may mean the operating entity, selected assets, or an ownership interest. Cash and debt may stay put while real estate or financed equipment follows another path. Customer contracts and software accounts bring their own transfer questions.

You do not need a final structure for the first conversation. You do need a perimeter you can mark up. Put the legal entity and owners at the top, with separate lines for operating assets and debt. The note also needs every contract, right, approval, and exclusion the buyer has named. Flag items the parties have only assumed.

IRS guidance explains that a covered business-asset sale can involve separate asset dispositions and residual-allocation analysis. ^[3] It does not choose the structure for your deal. The USPTO Assignment Center and Copyright Office recordation system can locate certain records, while company agreements and ownership papers determine which rights are actually in play. ^{[5, 6]} Every line should point to the agreement or ownership paper supporting the company's position. Carry this list into the next price conversation:

• Legal entity, owners, operating assets, debt, cash, real estate, and financed property.
• Customer contracts, leases, permits, accounts, and any consent or assignment question.
• Trade names, software, intellectual-property records, and transition services that may survive closing.

The document-request log for financials and contracts

A request for “the financials” is too broad to answer safely, so ask what the buyer is testing. Revenue by month may answer a seasonality question, while a customer contract may answer a renewal or consent question. Neither one calls for the entire company folder automatically.

For each response, you should record the buyer question and document period, followed by the version and recipient. The sent date, stated purpose, and company approval finish the entry. An outdated statement or unchecked consent then appears before the next release.

SBA buyer guidance names financial statements, tax returns, contracts, leases, and a sale agreement as common acquisition material. ^[2] Those examples do not create a universal seller checklist. When a request exposes a gap, use the sale-readiness hub to prepare the company before an informal exchange becomes wider diligence.

Hold the file when you cannot name the question, recipient, purpose, and internal approval.

• Buyer question and the document or report that answers it.
• Period, version, recipient, purpose, date sent, and internal approval.
• Consent, ownership, or reporting issue that must be answered before the next release.

Price, payment timing, and buyer conditions in writing

Once the buyer names a price, you should write the rest of the proposal beside it. Separate cash at closing from seller financing. Give an earnout, rollover equity, or any payment tied to a future event its own line. Finish with the closing date, financing condition, exclusivity period, and your response date.

Outside support should match the assignment. Running a full sale process and helping with one identified buyer are different jobs. Review the disclosed advisory practices for their stated coverage before comparing payment terms.

• Payment basis, expenses, conflicts, termination terms, and any tail period, read beside the work the company will still carry.
• Federal law includes a conditional M&A-broker exemption and identifies excluded activities. It cannot decide the status or fit of a particular engagement. ^[4]
• The company person who will respond, the date for that response, and the condition that would change the answer.

Closing consents, access changes, and post-close handoff

A signed agreement does not obtain the landlord's consent or explain the final working-capital number. It will not close a bank account or transfer a software administrator either. You should put each dependency on the closing list with its company owner, outside party, due date, and proof of completion.

A financial reconciliation moves when someone explains the number; a customer consent moves when the customer answers. Continuing help needs named services and permitted system access, plus an end date and a handoff both sides understand. If services continue after closing, plan the transition-services agreement before an informal promise becomes part of the operating plan.

When the terms are specific enough to accept or counter, review a letter of intent before accepting an offer. For help with a live company situation, start a confidential owner intake. Contracts, payroll, and customer files should remain inside the company's controlled systems rather than a public form.

Keep the closing list short enough to use:

• Open consent, document, access change, final number, or transition duty.
• Company owner, outside party, due date, and evidence that the item is complete.
• Any continuing service that needs a scope, system access, and clear end point.