What do M&A advisors charge on a $2M to $15M business sale?

An advisor gets paid through the engagement letter, and the money comes from one of three places: a retainer you pay while the work runs, a success fee you pay at closing, or a fee the buyer pays.

A retainer is cash out of your pocket every month whether or not a buyer shows up. A success fee is owed only when the deal closes, so the advisor's pay and your closing date are tied together. A buyer-paid fee costs you nothing directly, but it exists only when your business fits a buyer the advisor already represents.

Percentages differ by advisor and by deal, so the number to hold an advisor to is the one written in the engagement letter, stated as a formula you can run on your own sale price. If an advisor will not put the formula in writing before you sign, you cannot compare two proposals.

Before you sign anything, ask each advisor for three items in writing: the fee formula, the date it becomes payable, and every payment due before closing.

Munera charges nothing to the seller when the business matches one of our active buyer clients, because the buyer pays our fee. In that case a matched introduction can produce an offer within weeks.

If the business does not match a current buyer, we run a confidential buyer search. The fee in that case is a success fee paid at closing. There is no monthly retainer. A $5,000 engagement deposit is credited against the fee at closing.

The deposit is arithmetic, not an extra charge. If the success fee at closing works out to a figure F, you pay F minus $5,000 at the closing table, because the $5,000 is already in.

The search itself involves no public listing. The business is shared only with buyers who have signed an NDA and been vetted for capital and fit, and they see a blind profile until they qualify. Our range is $1M to $30M in enterprise value, so a $2M to $15M sale sits inside it. The page on how to sell a business walks through the full process from decision to close.

Check the fee base first, because it decides what the percentage is applied to. These are the items to pin down:

• What counts toward the price. Cash at closing, seller notes, earnouts, real estate, and working capital can each be in or out of the fee base.
• When each piece is paid. A fee due in full at closing on money you receive over time is a cash-flow problem for you.
• Retainers and deposits. Find out whether anything paid up front is credited against the closing fee.
• The tail. A tail clause can owe the advisor a fee if you sell after the engagement ends to a buyer the advisor introduced.
• The term. Know how long the advisor holds exclusivity and how you exit the agreement.

The seller note is where fee bases get expensive. When a buyer uses an SBA 7(a) loan, up to half of the required 10% equity injection can be a seller note on full standby. Full standby means no principal or interest payments for the entire term of the 7(a) loan. You receive nothing on that note for years, so ask whether the advisor's fee on that portion is due at closing or as the note pays.

If the fee terms look heavy to you, read whether you can sell without a broker, then weigh the fee against doing buyer vetting and NDA control yourself.

You pay for the whole sale window, which on Munera's timeline runs 3 to 6 months from the decision to a signed LOI, then 60 to 90 days from LOI to close.

That window breaks into preparation of 4 to 8 weeks and marketing of 2 to 4 months. LOI to close depends on financing and diligence, so it is the least controllable stretch. A matched introduction can shorten the front half, since an offer can come within weeks.

This is why the fee structure matters more than the label on it. A monthly retainer runs through every one of those months. A success fee at closing runs through none of them, and the $5,000 deposit is the only amount due before the deal closes. The page on how long it takes to sell a business covers what moves each stage.