How to Sell a Business Without a Broker: Process, Documents, and Where It Goes Wrong

You sell without a broker by doing every job a broker does, in order: price the business, package the financials, find buyers, screen them, negotiate a letter of intent, run diligence, and close. Nothing about the legal process changes. What changes is who carries the work and who stands between you and the buyer when the conversation gets uncomfortable.

1. Price it on the right earnings figure. Seller discretionary earnings (SDE) is net profit plus one owner's full compensation plus documented add-backs. Buyers who will hire a manager look at EBITDA, which is SDE minus a market-rate salary for that replacement manager. Know which one you are quoting. Our page on SDE shows the build.
2. Package the financials. If the price is $3,000,000 or more, the lender's quality of earnings report will include a cash proof covering the trailing twelve months and the last two fiscal years. Tax returns, profit and loss statements, and bank statements have to agree with each other.
3. Write a blind profile. No name, no address, no customer names. It describes the business well enough for a buyer to decide whether to sign an NDA.
4. Screen before you share. Release the real file only after an NDA and only after the buyer shows capital and fit. Munera runs its process this way: no public listing, a blind profile until a buyer has qualified.
5. Negotiate the LOI. Price, structure, seller note, working capital, transition, and exclusivity all get set here. Changing them after exclusivity starts is hard.
6. Run diligence and sign the purchase agreement. Your attorney drafts or reviews the agreement, and the asset sale versus stock sale decision gets locked in.
7. Close. Funds move, leases and contracts are assigned, and employees move to the buyer's payroll or do not.

Munera's stated timeline for a sale is 3 to 6 months from decision to a signed LOI, including 4 to 8 weeks of preparation and 2 to 4 months of marketing, then 60 to 90 days from LOI to close depending on financing and diligence. Plan your own calendar against those ranges, because a solo process adds your own working hours on top of running the company.

If your buyer finances with an SBA 7(a) loan, the lender's rules become your deal rules. Under SOP 50 10 8.1, in force for loans numbered on or after October 1, 2026, these are the thresholds that reach back into your records.

• Debt service coverage of at least 1.25x on historical results, measured as EBITDA divided by combined post-transaction debt service, on the last fiscal year or a two-year average. This is an SBA requirement for buying a business, not only a lender preference. Projections cannot be used to meet it. The 1.15x figure applies only to a Business Expansion.
• An independent valuation when the purchase price is above $350,000. The lender orders it from a Qualified Source holding a credential such as ASA, CBA, ABV, CVA, or BCA. At $350,000 or less, and with no close buyer and seller relationship, the lender may value the business in-house. A valuation prepared for you or the buyer does not count.
• A cap on acquisition debt. The SBA loan plus any seller debt not on full standby cannot exceed the valuation. Any price above it must be funded with buyer equity or debt on full standby.
• A quality of earnings report at $3,000,000 or more in business purchase price (price less appraised owner-occupied real estate) for an Initial Acquisition. It covers the trailing twelve months and the last two fiscal years, and the lender must use the report's normalized earnings in the coverage calculation. It may not be prepared by or for the seller. A buyer-ordered report can be reviewed by the lender through a qualified vendor if it meets SBA minimums.
• Equity injection of 10% of total project cost for a complete change of ownership, with up to half as a seller note on full standby. Five percent buyer cash plus a 5% standby note is common.
• Rate and term. Prime is 7.00% effective September 17, 2026. On a loan above $350,000 the variable maximum is base rate plus 3.0%, or 10% at current prime. The business-acquisition portion amortizes over no more than 10 years, and the maximum loan is $5,000,000.

The practical consequence for you is that the lender's analyst will rebuild your earnings from source documents, so any add-back you cannot document will come out before the buyer ever sees a price discussion. Read which add-backs a buyer will accept before you build your schedule.

A $3,000,000 sale of a business earning $650,000 in SDE puts you at the quality of earnings threshold, so you should assume the lender will require that report. For the arithmetic below, assume total project cost equals the purchase price. Closing costs and working capital would raise it, and the injection with it.

Four things follow from the table.

First, you do not receive the full price at close. The $150,000 note sits on full standby, documented on SBA Form 155, with no principal or interest paid for the entire term of the SBA loan. Interest can accrue and be added to the balance, to be paid after the SBA loan is repaid. Because it is a standby note, it is not refinanced early. The 36-month seasoning rule applies to notes that are paid as agreed, which this one is not.

Second, coverage is tested on EBITDA, not SDE. The $650,000 is SDE. The lender subtracts a market-rate salary for a replacement manager to reach EBITDA, then divides by debt service on the $2,700,000 loan. The standby note is excluded from that debt service. The result must be at least 1.25x on historical numbers. Run your own figures through the SBA loan calculator before you set a price.

Third, the appraiser can cut the price. If the independent valuation lands below $3,000,000, the SBA loan plus any seller debt not on standby cannot exceed it. The buyer then has to cover the gap with more equity or more standby debt, or you reprice.

Fourth, the QoE can move earnings. The lender must use the normalized earnings from that report, so a disallowed add-back lowers the number coverage is tested on, and the price conversation follows it down.

If your sale closes at $3,000,000, your seller-side checklist is a QoE-ready file, a defensible add-back schedule, and a decision on whether you will carry the $150,000 standby note.

The side with cleaner documents and a second option wins each point, and a seller negotiating alone has to build both before the LOI. A buyer with one target and an SBA lender has a deadline and a checklist. You need to be the party who is ready for both.

Price against structure

A buyer will often accept your headline price if you accept structure: a standby note, an earnout, or a longer transition. Know the dollars you need at close before you trade. On the example above, $2,850,000 arrives at closing and $150,000 waits for years.

The seller note

The SBA allows up to half of the 10% injection as a standby note. That gives the buyer a reason to ask for it. It is also a real cost to you, because no principal or interest is paid on it for the life of the SBA loan. Price it accordingly or decline it.

Valuation gap

The lender's appraiser sets the ceiling on debt, and your own valuation carries no weight with the lender. If you have a competing offer, you can hold price when the appraisal arrives. If you do not, the buyer's lender sets the negotiation.

Allocation and tax

In an asset sale, the buyer and you allocate the price across equipment, goodwill, and other classes. That allocation drives your tax, including depreciation recapture, and it is a point many sellers concede without noticing. Settle it in the LOI, not at the closing table.

Working capital, reps, and indemnity

Define the working capital target, the representations you will give, and how long an indemnity escrow runs. These are negotiated terms with real dollars attached, and the buyer's attorney will draft the first version unless you get yours to the table first.

Transition and employees

Buyers ask for a paid transition period and a non-compete. Employees do not transfer automatically in an asset sale, so see how employees transfer and decide what you will promise before you sign the LOI.

The costliest mistakes happen before the LOI, when you have the most room to fix them. Each one below is a mechanism, and each can stall or reprice a sale.

• Quoting SDE to a buyer who prices on EBITDA. An institutional or manager-run buyer deducts the replacement salary. If you anchor to SDE, your price looks inflated on day one.
• Add-backs without paper. A personal expense run through the business needs receipts and a clear business-versus-personal split. An add-back that depends on your say-so comes out in the QoE or the lender's rebuild.
• Books that disagree. Tax returns, the P&L, and bank deposits have to reconcile. Cash that never reached the books cannot be counted in earnings the lender can rely on.
• Marketing in public. Employees, customers, and competitors learn the business is for sale, and that can cost you staff or accounts. Use a blind profile and an NDA.
• Skipping buyer screening. The lender verifies the equity injection with bank statements showing funds available for at least 30 days, plus wires and settlement statements. A promissory note or gift letter alone is not enough. Ask for the same proof before you give a buyer your customer list.
• Counting on a projection. A buyer's pitch about growth cannot meet the 1.25x test. Only historical results count, so a year of unusually low profit hurts the price even if the next year is strong.
• Leaving the legal structure for late. Whether you sell assets or stock changes your tax and the buyer's liability exposure. Raise it at LOI, as laid out in our asset sale versus stock sale answer.
• Losing time to the business. Diligence requests arrive daily. If revenue slips during the process, the buyer retrades, so budget your own hours or hire help for the paperwork.

A retrade after exclusivity is the most expensive version of any of these, because by then your other buyers have moved on and your price is the only thing left to negotiate.

Decide this week whether you will carry the buyer search, the diligence load, and the negotiation yourself, then build the file that either path needs. Your first concrete task is the earnings schedule: net profit, one owner's full compensation, and each add-back with its document attached.

1. Compute SDE and, separately, EBITDA with a market-rate replacement salary.
2. Gather the trailing twelve months and last two fiscal years of tax returns, P&Ls, and bank statements, and reconcile them.
3. Decide whether you can take a standby note and how much of the price you need in cash at close.
4. Order your own quality of earnings review if your price will be near $3,000,000, knowing the lender will still require one that is not prepared by or for you. Read what a QoE covers first.
5. Write the blind profile and the NDA, and set the proof-of-funds requirement a buyer must meet to see the file.

If you decide a broker-free process costs you too much time, Munera represents sellers in two ways. If your business matches one of Munera's active buyer clients, the buyer pays Munera's fee and you pay nothing. If Munera runs a confidential buyer search, the fee is a success fee paid at closing with no monthly retainer, and a $5,000 engagement deposit is credited against it at closing. A matched introduction can produce an offer within weeks. Our deal range is $1M to $30M in enterprise value, and the sale process stays unlisted.

Read whether you can sell without a broker if you are still weighing the decision, and bring your reconciled financials to the first call either way.