It depends on the size of the business. If it earns under about $1 million of seller's discretionary earnings (SDE), hire a business broker who lists it on BizBuySell and similar sites, for a commission near 10% on smaller sales. If it earns more than about $2 million of EBITDA, hire an M&A advisor who will sell it privately to buyers the advisor chooses. In between, interview one of each.
Where is the line between a broker and an advisor?
Brokers and advisors split the market at about $2 million of business value. The IBBA and M&A Source Market Pulse for Q2 2026 calls sales under $2 million "Main Street" and prices those businesses as a multiple of SDE. It calls sales from $2 million to $50 million the "lower middle market" and prices them on EBITDA.
| Business value | Multiple, Q2 2026 |
|---|---|
| Under $500K | 2.0x SDE |
| $500K to $1M | 2.8x SDE |
| $1M to $2M | 3.1x SDE |
| $2M to $5M | 4.0x EBITDA |
| $5M to $50M | 5.8x EBITDA |
The two kinds of sale also take different amounts of time. The Market Pulse release puts Main Street sales at six to 10 months from the day the owner signs with a broker to closing. Lower-middle-market sales take 11 to 12 months. The survey also found that 87% of deals over $5 million drew at least three offers.
What does each one cost?
Brokers charge a flat percentage of the price. BizQuest's guide to broker and M&A advisor fees puts commissions at 8% to 15% for sales of $1 million and under, most often 10%, with minimum fees of $10,000 to $25,000.
M&A advisors usually charge a retainer of $5,000 to $50,000, plus a success fee that gets smaller as the price grows. The Lehman scale is 5% of the first $1 million, 4% of the second million, 3% of the third, 2% of the fourth, and 1% of everything above $4 million. The Double Lehman doubles each step. Here is what each fee comes to at four sale prices.
| Sale price | Flat 10% | Double Lehman | Lehman |
|---|---|---|---|
| $1 million | $100,000 | $100,000 | $50,000 |
| $3 million | $300,000 | $240,000 | $120,000 |
| $5 million | $500,000 | $300,000 | $150,000 |
| $10 million | $1,000,000 | $400,000 | $200,000 |
Above $1 million, a Double Lehman fee costs less than a flat 10%, before any retainer. When you interview an advisor, ask whether the retainer comes off the success fee.
What can a marketplace listing do for you?
A listing puts an ad that leaves out your company's name in front of many buyers. BizBuySell's seller page says a listing also appears on BizQuest and LoopNet, and buyers who saved a matching search get it by email.
A listing does not check who those buyers are, prove they have the money, or reach anyone who is not browsing. In BizBuySell's Q3 2026 Insight Report, 78% of buyers expected to use SBA financing, and the SBA 7(a) loan tops out at $5 million.
A listing also cannot run the sale for you. An advisor contacts chosen buyers, has each one sign an NDA, and sets a date by which offers are due. For a larger company, that competition between buyers is what raises the price.
What should you ask an advisor before you sign?
- How many companies of our size and industry have you sold in the last three years? Name two sellers I can call.
- Who are the first 20 buyers you would contact, and why would each one want to buy us?
- Will you list the business publicly? If so, on which sites, and what will the listing say?
- What are the retainer, the success fee scale, and the minimum fee? Does money paid after closing, such as an earnout or a seller note, count toward the price?
- How long does the contract last, and for how long after it ends do you still earn a fee if I sell to a buyer you brought?
- Who on your team will work on our sale each week, and how often will we hear from you?
A weak answer to the second question is the biggest warning sign. An advisor who cannot name buyers will rely on a listing to find them. Our guide to building a buyer list that gets responses shows what a good list looks like.
Which buyers should the advisor call?
Among buyers on PrivSource who are looking for a company with $5 million of EBITDA, independent sponsors are the largest group. Who buys a company with $5M of EBITDA breaks down each kind of buyer and explains how to reach it.
Whatever the size, keep the company name off every public page until a buyer signs an NDA. Our guide on how to share a deal confidentially explains how.
Where PrivSource fits
Owners tend to hire the advisor who can name the buyers. Advisors use PrivSource's AI Buyer List to see the buyers across the market who could want a company, with the reason each one might buy. The buyer may have told PrivSource what it wants to buy, published what it looks for, or bought similar companies. Or its own business may gain from owning this one.
That lets you show an owner who is buying before you pitch for the work, without sharing any deal details. It is free for advisors.
