Sell my business in the US
Selling a privately owned US business is a process with legal, tax and financing steps that rarely finish in a few weeks. This page covers the usual path, a realistic timeline, how to prepare, who typically buys, and what sellers usually pay for. It is general guidance only — talk to a CPA, attorney and (if you use one) a broker before you act.
See also: Sell an online business - brokers and marketplaces compared · Business broker fees: what selling costs
The usual steps
Most sales follow a familiar sequence:
1. Clarify what you are selling — the company’s stock, or selected assets — and whether you will stay on after closing.
2. Organize financials (ideally reviewed or audited for larger deals), tax returns, contracts, leases, employee records, licenses and any debt.
3. Establish a valuation view (see our US valuation guide), often using Seller’s Discretionary Earnings (SDE) for smaller main-street businesses or EBITDA for larger ones.
4. Decide how to market the business: a business broker, an M&A advisor, an online marketplace, or a direct approach. See our guide to choosing a broker.
5. Prepare a teaser and Confidential Information Memorandum (CIM), collect NDAs, field inquiries, and take letters of intent (LOIs).
6. Support buyer due diligence; attorneys draft the purchase agreement (asset or stock).
7. Close, fund, and complete any training or transition period you agreed to.
Timeline — typically 6–12+ months
From “we’re selling” to closing often takes six to twelve months or longer. Listing preparation, buyer outreach and diligence each take real time. Delays are common when books need cleanup, SBA or bank financing is involved, a landlord must consent, or key licenses must transfer. Faster exits happen, but they usually mean fewer competing buyers. Source: BizBuySell: how long it takes to sell a business
Preparation that actually helps
Buyers want transferable cash flow and clear risk. Helpful preparation: separate owner personal expenses from true operating costs; document how the business runs without you; resolve tax and compliance issues; confirm that customer and vendor contracts can transfer; and be ready to explain add-backs so a buyer can underwrite normalized earnings. Clean books shorten diligence and support a stronger LOI.
Types of buyer
Typical buyers include: individual owner-operators (very common on Main Street), strategic/trade buyers, private equity and search funds (more common as deals get larger), and existing managers or partners. Financing mixes cash, bank or SBA loans, seller notes and earn-outs. Who shows up depends on size, industry and how transferable the business is.
Main costs (typical, varies)
Budget for advisory and closing costs as well as the negotiated price. Typical items (all vary):
• Business broker or M&A advisor commission: Main Street deals often use a commission in the 8-12% range of the purchase price, often with a minimum (typical, varies); larger deals often use Lehman-style sliding scales. Source: IBBA whitepaper: Main Street commissions 8-12% of purchase price Source: Lehman Formula (definition) See the US broker-choice page.
• Attorney fees for the purchase agreement and closing documents.
• CPA / tax advisor support for diligence, tax allocation and structuring.
• Other: appraisals, environmental reports, escrow/title where real estate is involved.
Tax treatment depends heavily on asset vs stock sale and how the purchase price is allocated among asset classes. Capital gains treatment and ordinary-income items can both appear in the same deal. Get professional tax advice before you sign an LOI that locks in structure.