How to Sell a Business: The Full Process, Step by Step

Selling a business is not one decision. It is a sequence of them, and the order matters. Most owners who sell for a strong price did the unglamorous work months before they ever spoke to a buyer. The good news is that the path is well worn. If you follow it in order and stay patient, you give yourself the best shot at a clean sale at a fair number.

This guide is the seller-side companion to our buyer's playbook. Reading both is worth your time, because the fastest way to prepare a business for sale is to understand exactly how a disciplined buyer will pick it apart. Everything a good buyer checks is something you can fix or explain before it becomes a negotiating point against you.

One more framing note: the price you get is mostly set before the listing goes live, so the work below is front-loaded on purpose.

Here is how the process actually runs, from the first spreadsheet to the day you hand over the keys.

The exit preparation timeline

Owners who get strong outcomes tend to treat the sale as a 12 to 24 month project, not a listing they post one weekend. The calendar is doing real work: taxes, owner dependence, and messy books cannot be fixed in the month before you go to market. Here is a realistic sequence.

12 to 24 months out: fix what takes time

• Get your financial statements to tie out to your tax returns, and keep them that way. A buyer's lender will compare the two, and gaps between them are the slowest problem to repair.
• Stop running personal expenses through the business, or start documenting them meticulously so they can be presented as clean add-backs later. Every murky expense you clean up now is a negotiation you avoid later.
• Talk to your CPA about how a sale would be taxed given your entity type and your goals. Some of the best tax moves only work if you make them well before a sale.
• Start reducing the business's dependence on you personally. This is the slowest lever of all, which is why it comes first.
• Review your lease and your key contracts. A lease with little term remaining, or a big contract that expires mid-sale, will spook buyers and lenders. Renew or extend from a position of strength, before anyone knows you are selling.

6 to 12 months out: shape the story

• Get a read on value so your expectations are anchored to earnings, not hopes. Our AI valuation tool gives you an estimate from your own figures, and our guide on how to value a small business walks through the logic behind the number.
• Work on customer concentration where you can. Landing two or three new meaningful accounts does more for your multiple than almost any cosmetic fix.
• Write down how the business actually runs: the weekly rhythm, the systems, who does what. This becomes both a selling document and a training manual for the handover.
• Decide who is on your team: at minimum an attorney to paper the deal and a CPA to model the taxes, plus a broker if you do not want to run the process yourself.
• Start assembling a diligence file: tax returns, financial statements, the lease, major contracts, licenses, insurance policies, and an equipment list. Gathering these now means diligence later is a file share, not a fire drill.

3 to 6 months out: package and go to market

• Build your confidential information memorandum and your blind listing (both covered below).
• Set the asking price off your seller's discretionary earnings and a defensible multiple.
• List the business and start screening inquiries. On buytoprofit, listing your business is free to list, and the confidential listing keeps your name masked while you do it.

The final stretch: from inquiry to close

• Qualified buyers sign the NDA, review the details, and the serious ones submit a letter of intent.
• You negotiate the LOI, the buyer runs diligence, the lawyers draft the purchase agreement, and you close.

Can you compress this? Yes, businesses sell on shorter runways all the time, especially when the books are already clean. But every month you shave off preparation tends to show up somewhere: a lower price, a longer earnout, or a rougher diligence.

Start with a clean set of books

Buyers do not pay for potential. They pay for proven cash flow they can verify. Before anything else, get three years of profit and loss statements that tie out to your tax returns, and write down every owner add-back (your salary, personal vehicles, one-time expenses) so a buyer can see the real earnings of the business.

This single step does more for your price than almost anything else. Businesses with organized financials and a professional valuation tend to sell faster than unprepared ones, and they hold their price through diligence because there are no surprises waiting to be found.

The number that matters most is your seller's discretionary earnings, or SDE. That is your net profit plus the owner's compensation and discretionary costs added back. Almost every small business sale is priced off SDE, so know yours cold. If the term is new to you, our explainer on what SDE is and how to calculate it covers it in plain language.

A few habits separate books that survive diligence from books that fall apart:

• Pick one basis of accounting and stick to it across all three years, so the years are actually comparable.
• Reconcile the P&L to the bank statements and the tax returns. When the three disagree, a buyer believes the tax return, because that is the one you signed under penalty.
• Close out old clutter: dead inventory, owner loans that were never repaid, receivables that will never collect. Each is a diligence question you can answer now instead of under deadline pressure.
• Keep revenue recognition boring. If you collect deposits or bill ahead, be able to show what has been earned versus what is still owed as work.

If your records live in a shoebox or a half-kept spreadsheet, start there. Our P&L builder helps you organize your revenue and expenses into a clean, standardized profit and loss statement, which is the format buyers and lenders expect to read.

Document your add-backs, with receipts

Add-backs are where small business earnings hide, and where credibility is won or lost. An add-back is an expense that ran through the business but will not continue for the new owner: your salary, your health insurance, the family phone plan, a one-time legal bill. Since the price is a multiple of SDE, each legitimate add-back is worth several times its face value at closing.

A short illustrative example shows the stakes. Suppose a service business shows 110,000 dollars of net profit on its tax return. The owner also paid herself an 80,000 dollar salary, ran a 9,000 dollar personal truck through the company, expensed a 6,000 dollar one-time website rebuild, and put 3,000 dollars of family phone lines on the business account. Her SDE is not 110,000 dollars. It is 208,000 dollars. Priced at the same multiple, that is roughly the difference between a low three hundreds asking price and one in the mid five hundreds, and the only difference is documentation.

Two rules keep add-backs credible:

• Every add-back needs a paper trail: the payroll record, the loan statement, the invoice. An add-back you can prove is earnings. An add-back you assert is an argument.
• Do not get greedy. Padding the list with recurring expenses dressed up as one-time costs is the fastest way to make a buyer discount everything else you say. One inflated add-back can cost you more trust than it adds in earnings.

Know what your business is actually worth

Price is where most sales go wrong. Set it too high and the listing sits for a year. Set it too low and you leave real money behind.

Across the market, the median small business sold for around 350,000 dollars in 2025, on median cash flow near 159,000 dollars, at an average multiple of about 2.7 times cash flow, according to published marketplace transaction data. Your multiple moves up or down from there based on things buyers actually pay for: recurring revenue, low customer concentration, healthy margins, a team that runs the business without you, and clean books.

Anchor your asking price to your SDE and a defensible multiple, not to what you wish the business was worth. If you want a fast read on the range, our AI valuation tool gives you an estimate from your own figures. It is an estimate to inform you, not an appraisal, so treat it as a starting point for a real conversation.

A few points of context help you place your own number:

• Small businesses are usually priced off SDE. Larger businesses with real management teams are usually priced off EBITDA, at higher multiples but with the owner's pay treated as a cost. Know which yardstick applies to you before comparing multiples you hear elsewhere.
• The listing price and the closing price are different numbers. Buyers negotiate, and the structure of the deal (how much cash, how much seller financing, any earnout) can matter as much as the headline. More on this below.
• Remember the buyer's math. A buyer financing the purchase has to cover the loan payment out of the cash flow and still pay themselves. If your asking price does not leave room for that, the business will get looked at and passed over, often without anyone telling you why.

For a deeper walk through multiples, comparables, and the mechanics, see our guide on how to value a small business.

What drives the multiple up or down

Two businesses with identical SDE can sell for very different prices. The multiple is where a buyer prices risk, and you can influence it more than most owners think.

What pushes the multiple up

• Recurring or repeat revenue. Contracts, subscriptions, and customers who come back on a schedule are worth more than one-off project work, because next year's revenue is partly already sold.
• A broad customer base. When no single customer dominates, losing one hurts but does not wound.
• A team that runs the day to day. If the business produces its earnings whether or not you show up, a buyer is purchasing a machine, not a job.
• Clean, documented financials. Every hour a buyer spends untangling your books gets charged back to you in price.
• Growth a buyer can believe. Not a story about potential, but a trend already visible in the numbers.
• Transferable relationships and contracts. Supplier agreements, a solid lease with term remaining, licenses that can move to a new owner.

What pulls the multiple down

• Owner dependence. If customers buy from you personally, the buyer is right to worry the revenue leaves with you.
• Customer concentration. One account at a large share of revenue is a discount waiting to happen, and buyers will price it in even if you explain it well.
• Declining or lumpy revenue. Buyers pay for the future, and the recent trend is their best evidence of it.
• Deferred maintenance. Worn equipment, an expiring lease, software nobody supports. Buyers subtract the catch-up cost from their offer.
• Messy books or unexplained cash. Anything a buyer cannot trace, they assume against you.

What buyers mostly ignore

It also helps to know what does not move the number. Buyers rarely pay extra for what the equipment cost new, for how hard you worked, or for revenue that might exist if someone just did the marketing. If the opportunity is real, the buyer expects to be the one who gets paid for capturing it.

Most of these levers move slowly, which is the real argument for the long runway in the timeline above.

Prepare the business to run without you

Owner dependence deserves its own step, because it is the most common reason a profitable business sells for less than it should, and the fix is entirely within your control.

Here is a simple test. If you left for two weeks with your phone off, what would break? That is your to-do list. Every task only you can do, every customer who only deals with you, every password only you know is a discount on your sale price.

Working the list usually means:

• Writing down the operations. Checklists and simple process docs for the recurring work: opening, closing, ordering, invoicing. It does not need to be elegant. It needs to exist.
• Pushing decisions down. Give your best people real authority over their areas and let them make calls without you for a few months before you list. A buyer who watches your team operate independently will pay for what they see.
• Transferring relationships. If key customers or suppliers deal only with you, start introducing a second person now. Relationships transfer over months, not at a closing table.
• Untangling yourself administratively. Licenses, bank accounts, vendor logins, and utilities in your personal name all need to be movable to a new owner.

There is a bonus to all of this that has nothing to do with selling: a business that runs without you is simply a better business to own. Some owners do this work and decide not to sell after all. Either way the work pays.

Package it so a buyer can say yes

Once you know your number, you need to tell the story. Serious buyers want to understand what the business does, why it makes money, who the customers are, and why you are selling now. That package is called a confidential information memorandum, or CIM.

A good CIM is honest and specific. It does not hide the warts, because diligence will find them anyway. It frames the business clearly and answers the questions a buyer will ask on the first call. You can assemble one quickly with our CIM generator, which builds a draft from your listing details for you to review and edit.

What belongs inside a solid CIM:

• An overview of what the business does and who it serves, written for someone from outside your industry.
• A financial summary: revenue, SDE, and margins for the last three years, with the add-back schedule laid out plainly.
• The customer picture: how many, how concentrated, how they find you, and how often they come back.
• Operations: the team, the roles, the systems, the premises, and the lease terms.
• The owner's role, described honestly. How many hours, doing what, and how a buyer would replace you.
• The reason for the sale. A plain answer (retirement, relocation, another venture) builds more trust than a polished dodge.
• The growth levers you see, framed as opportunities for the buyer, not as value you are charging for.

In practice the packaging comes in two layers. The blind listing is the public teaser: category, region, financial summary, and story, with no identifying details. The CIM is the fuller document a buyer receives after signing the NDA. Write the teaser to earn the inquiry and the CIM to earn the meeting. For more, see our guide on how to market a business for sale.

Sell it confidentially

This is the step owners underestimate. If word gets out that you are selling, your best employees start polishing their resumes, your customers wonder if service will slip, and your competitors smell blood.

The fix is a blind listing. You market the business by its numbers and category, not its name. On buytoprofit, a confidential listing shows the state, the financials, and the story, but masks the real business name and exact location until a buyer has signed a nondisclosure agreement. Staff, customers, and competitors never see your name unless you choose to reveal it.

Confidentiality is also a set of habits, not just a listing format:

• Write the teaser so it cannot be reverse-engineered. If you are the only bakery in a small town, saying "bakery" plus the town name is naming yourself. Widen the region or the category description until the combination is no longer unique.
• Take buyer calls away from the business, and be careful with visits. Save the obvious buyer tour for late in the process, with a serious buyer under NDA.
• Decide your employee plan in advance. Most sellers tell no one until the deal is certain, then tell key people shortly before or at closing, alongside the buyer, with reassurance about their roles. A smaller group brings one indispensable manager in early, under a promise of confidentiality and sometimes a stay bonus. Either can work. The rumor mill getting there first never does.
• Have a line ready if someone asks. Calm and boring beats clever: you regularly review options for the business, and there is nothing to announce.

Vet buyers before you reveal anything

More buyers are not better. The right buyer is. Most small business inquiries come from people who are curious, underfunded, or not serious. Your job is to filter for the few who are ready.

Ask early about budget, financing, and timeline. A buyer who plans to use an SBA loan and has their down payment ready is worth ten who are still daydreaming. Only after a buyer clears your bar and signs an NDA should they get the real name, the exact location, and access to the data room with your financials.

Handling the NDA

The nondisclosure agreement is the gate between your public teaser and your private details. It commits the buyer to keep what they learn confidential and to use it only to evaluate the purchase. On buytoprofit, the NDA gate is built into the listing flow: a buyer requests access, agrees to the NDA, and only then sees the confidential layer. You stay in control of who gets through.

Keep the sequence disciplined even after the NDA. An NDA is a commitment, not a qualification: it tells you a buyer accepted your terms, not that they can close. Reveal in stages: the CIM and identity after the NDA, deeper financials as the conversation gets serious, and the most sensitive material (customer names, employee details, supplier pricing) only in diligence with a buyer under LOI. Have your attorney confirm you are comfortable with the documents you are agreeing to and when.

Questions that sort the serious from the curious

• How do you plan to pay for this? A real buyer has a specific answer: cash, an SBA lender they have spoken to, or investors with names.
• How much can you put down? A buyer using an SBA 7(a) loan needs a minimum 10 percent equity injection under the rules effective June 1, 2025, so a buyer with nothing to put down is not a buyer yet.
• What is your timeline? Serious buyers have a process. Dreamers have a mood.
• What is your background? A buyer who could plausibly run your business is more likely to get financed and to close.

Red flags worth trusting

• Requests for sensitive details before signing the NDA, or resistance to signing at all.
• Vague or shifting answers about funds.
• A buyer who wants to negotiate price aggressively before they have read anything.
• Endless questions with no forward motion. Curiosity is free. Momentum is what closes.

Time is your scarcest resource during a sale, because you still have a business to run. Every hour spent on an unqualified buyer is taken from the business, and a business that slips during the sale costs you at the closing table.

From offer to closing

When a qualified buyer is ready, they submit a letter of intent, or LOI. The LOI lays out the price, the structure (how much cash at close, any seller financing, any earnout), the contingencies, and an exclusivity period. It is not the final contract, but it sets the shape of the deal.

Read an LOI for these terms, not just the number at the top:

• Price and structure: how much cash at close, how much in a seller note, anything contingent.
• Contingencies: financing, diligence, lease assignment, license transfers. Fewer and tighter is better for you.
• Exclusivity: how long you agree to stop talking to other buyers. Grant enough time for a real diligence, not an open-ended option on your business. If the buyer needs more, they can ask, and you decide based on the progress you have seen.
• What survives: most LOI terms are non-binding, but confidentiality and exclusivity typically bind. Have your attorney read it before you sign, even though it is short.

After you accept an LOI, the buyer runs due diligence. They verify the financials, review contracts and leases, and confirm the business is what you said it is. This is where clean books pay off again. A diligence process with no surprises moves quickly toward a purchase agreement and a close.

One number worth knowing: in the fourth quarter of 2025, sellers in this market averaged between 76 and 89 percent cash at close, according to the IBBA and M&A Source Market Pulse survey. Most sellers walk away with the bulk of their value upfront, with the rest in seller financing or an earnout.

Plan for the whole thing to take time. A typical small business takes six to twelve months to sell, with the average closer to ten months. Service businesses with recurring revenue tend to move fastest, often in four to eight months.

Evaluate offers beyond the headline price

Two offers with the same number on top can be very different deals. When offers come in, compare them on structure, certainty, and taxes, not just price.

Cash at close

Cash at close is the only part of the price that is certain. Everything else depends on the future. A slightly lower offer with more cash at close is often the stronger deal, especially from a buyer with financing already arranged.

The seller note

A seller note means you finance part of the price yourself: the buyer pays you over time, with interest, under a promissory note. Notes are common in small business sales, and a reasonable one can be a genuine win: it can bridge a price gap, signal your confidence in the business, and earn you interest along the way.

But a seller note makes you the buyer's lender, so think like one. Look hard at the buyer's experience and finances, secure the note properly, and have your attorney paper it. Know also how it interacts with SBA financing: under the SBA 7(a) rules effective June 1, 2025, a seller note can count toward the buyer's required 10 percent equity injection only if it is on full standby for the life of the loan, meaning you receive no payments on it until the SBA loan is repaid. Agreeing to standby is a real concession, so price it like one. Our guide on seller financing covers the terms, protections, and negotiating points in depth.

The earnout

An earnout ties part of the price to future results: you get paid more if the business hits agreed targets after the sale. Earnouts can bridge honest disagreement about the future, but the results are produced by the buyer, under the buyer's management, after you have handed over control. If you accept one, keep it simple, tie it to a metric that is hard to manipulate (revenue is usually cleaner than profit), keep the period short, and treat the earnout as upside, not as money you are counting on.

Working capital and what is included

Small business deals live and die on the fine print of what transfers. Be explicit about:

• Inventory: included in the price or paid for separately at closing, and at what valuation.
• Accounts receivable and payable: in Main Street deals the seller commonly keeps the receivables and settles the payables, but every deal is its own negotiation. Whatever you agree, write it down early.
• Cash and deposits: cash in the till, customer deposits for undelivered work, gift card balances. Undelivered obligations usually follow the business.
• Equipment and vehicles: an attached list beats "all equipment on premises" every time.

Ambiguity here is where friendly deals turn hostile in the final week. The LOI stage is the cheap time to settle it.

The after-tax number

Finally, compare offers on what you keep, not what you are paid. Deal structure, the allocation of the purchase price, and the asset-versus-stock question can shift your tax bill significantly, and the best structure depends on your entity and situation. Our overview of asset sales versus stock sales explains the basics, but this is exactly where a CPA earns their fee. Model the after-tax proceeds of each serious offer before you choose.

The diligence phase, from the seller's side

Diligence is the buyer's job, but how you handle it determines whether the deal closes at the agreed price. The seller's goal is simple: no surprises, fast answers, and a business that keeps performing while everyone is distracted.

What to expect the buyer to request:

• Financials: tax returns, P&Ls, balance sheets, bank statements, and the detail behind your add-backs.
• Legal: the lease, customer and supplier contracts, licenses and permits, insurance, any past or pending disputes.
• Operations: employee roster and compensation, org structure, key processes, equipment condition.
• Customers: concentration data and trends, usually anonymized until late in the process.

How to run your side of it well:

• Front-load the data room. If you built the diligence file in the preparation phase, most requests are already answered. Speed matters: every quiet week in diligence breeds doubt, and doubt breeds retrades.
• Answer straight, including on the ugly stuff. If a big customer left last year or a machine is on its last legs, say so and explain it. A buyer who catches you shading the truth on a small thing will re-examine every large thing.
• Keep running the business. The most expensive diligence mistake is letting revenue slip while you play tour guide. Buyers watch the current months closely, and a dip gives them cold feet or a reason to reprice.
• Expect a renegotiation attempt, and hold the line where the facts support you. If diligence surfaces something real, a price adjustment can be fair. If nothing has changed and the buyer simply wants a late discount, a calm refusal backed by clean numbers usually ends the conversation.

On buytoprofit, the deal workspace carries this phase for you: the data room holds your documents behind the NDA gate, the diligence checklist keeps both sides honest about progress, and messaging stays in one place instead of scattered across inboxes.

Closing mechanics and the handover

Once diligence checks out, the deal moves to paper and then to money. Here is the sequence.

The purchase agreement

The purchase agreement is the binding contract, drafted off the LOI's skeleton. It nails down the price, what is included and excluded, the representations and warranties you make about the business, any indemnities, and usually a non-compete that restricts you from opening a rival business nearby for a period of time. Read the representations carefully with your attorney: they are promises about the business that survive the closing, and they are where post-sale disputes come from.

Most small business sales are structured as asset sales, where the buyer purchases the assets of the business into their own new entity, rather than buying your company's stock. The structure affects your taxes, the transfer of contracts and licenses, and who bears old liabilities, so settle it early with your attorney and CPA. Our asset sale versus stock sale guide covers the tradeoffs.

The mechanics before the wire

• Financing completes. If the buyer is using an SBA 7(a) loan (which caps at 5 million dollars), the lender has its own document list and timeline, and the loan process usually sets the pace of the final weeks.
• The lease transfers. Landlord consent is a common late-stage bottleneck, so engage the landlord as soon as the deal is solid.
• Licenses and registrations move. Some transfer, some must be newly issued to the buyer, and a few take weeks. List them early and start the clocks.
• The closing checklist gets worked. Escrow or a closing attorney typically handles the funds flow, payoff of business debts, and document recording, with a final inventory count at or just before closing.

On closing day, the signatures happen, the funds move, and the business changes hands. It is usually quieter than you expect: an hour of signing after months of work.

The handover

Then comes the transition, and it deserves as much planning as the sale. Most deals include a training period where you stay on to teach the buyer the business, introduce customers, suppliers, and staff, and hand over the thousand small things in your head. A few weeks of full-time help tapering to phone availability is a common shape, with anything longer usually paid.

Do the handover generously. A buyer who succeeds pays the seller note on time, hits the earnout, and never calls their lawyer about the representations. Your outcome stays tied to theirs for a while after closing, so their first ninety days are still partly your project.

Tell the employees at the right moment, ideally with the buyer at your side and clear answers about pay and roles, and tell key customers personally where it matters. How the news lands in the first week sets the tone for the whole transition.

Common mistakes that quietly kill a sale

A few patterns sink deals over and over:

• Pricing on emotion instead of earnings. The market prices your business off SDE and risk. Wishing does not compound.
• Messy or unverifiable books that fall apart in diligence. Deals rarely die at the LOI. They die weeks later, when the numbers do not hold up.
• Marketing openly and spooking staff or customers. Confidentiality lapses cost real money, and you cannot un-ring the bell.
• Letting one customer or contract represent too much of revenue without explaining the risk. Buyers price what you leave unexplained at its worst case.
• Waiting until you are burned out to start, which shows in the numbers and the price. A tired owner runs a fading business, and buyers can read a trend line.
• Taking the business's foot off the gas during the sale. Let the current year sag and the price sags with it.
• Negotiating alone on legal and tax questions. Attorney and CPA fees are small against the size of this transaction and tend to pay for themselves several times over.
• Granting long exclusivity to an unproven buyer. Months off the market with a buyer who cannot close is the most expensive form of politeness.

The owners who avoid these tend to start preparing a year ahead and treat the sale like a project, not an event.

Sell on buytoprofit

The retiring-owner wave means there has rarely been more demand for solid, cash-flowing small businesses, and rarely more competition for buyer attention. Roughly 2.3 million small businesses in the United States are owned by retiring baby boomers, and close to 78 percent of those businesses are profitable, according to Project Equity. A large share of them will come to market this decade, which means a clean, confidential, well-priced listing is how you stand out.

When you are ready, you can list your business on buytoprofit, get a valuation prepared for you, build a confidential listing, and reach qualified buyers, with an NDA gate and a deal workspace that carries you from first inquiry through close. Listing is free to list, and you can see how the plans work on our pricing page. Curious what comparable businesses are asking? Browse the market first to see where your category trades.

FAQ

How long does it take to sell a small business? Plan on six to twelve months from listing to close, with the average closer to ten months. Service businesses with recurring revenue tend to move fastest, often in four to eight months. Preparation time comes on top of that, which is why the owners with the best outcomes start a year or more ahead.

What documents do I need before I list? Three years of profit and loss statements and tax returns, a current balance sheet, your add-back schedule, the lease, major contracts, an equipment list, and an employee roster. You will not publish these, but you will need them the moment a serious buyer signs the NDA, and having them ready is itself a signal of quality.

Do I need a broker to sell my business? No. Plenty of owners run their own sale, especially with a platform handling the confidential listing, NDA gate, and deal workspace. A good broker earns their fee for owners who lack the time or want an experienced negotiator in between. Either way, use an attorney for the documents and a CPA for the taxes.

How do I keep my employees from finding out? Use a blind listing that cannot be reverse-engineered, take buyer conversations off-site, and stage your disclosures behind the NDA. Decide in advance when you will tell your team, and make sure they hear it from you rather than through a rumor.

What is my business worth? Small businesses are typically priced as a multiple of seller's discretionary earnings; published marketplace transaction data puts the typical multiple around 2.7 times cash flow, with your specific number driven by recurring revenue, concentration, owner dependence, and the quality of your books. Our AI valuation tool gives you an estimate from your own figures. It is an estimate, not an appraisal.

Should I offer seller financing? It widens your buyer pool and supports your price, at the cost of taking repayment risk on the buyer. If a buyer wants your note to count toward the equity injection on an SBA 7(a) loan, the rules effective June 1, 2025 require it to sit on full standby for the life of the loan. Our seller financing guide walks through how to protect yourself.

What will I owe in taxes on the sale? It depends on your entity type, the deal structure, and how the purchase price is allocated, and the difference between structures can be significant. Read our primer on asset sales versus stock sales for the landscape, then model your specific numbers with a CPA before you accept an offer.

Can I sell a business with declining revenue? Yes, but expect the trend to be priced in, and be ready with an honest explanation and evidence of stabilization. If you have the runway, arresting the decline before you list is usually worth more than any negotiating tactic afterward.

Sources

• IBBA and M&A Source Market Pulse, Q4 2025
• Project Equity, Silver Tsunami research
• SBA 7(a) loan program