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Selling a Business in DFW: Frequently Asked Questions

By Josh Campbell, Business Broker · First Choice Business Brokers Dallas Metro · Updated October 2026

Getting started

How do I sell my business in Texas?

Get a valuation, prepare your financials, market the business confidentially, screen buyers, negotiate a letter of intent, complete due diligence, and close. Texas-specific steps include a sales tax clearance from the Comptroller. See How to Sell a Business in Texas.

When is the best time to sell my business?

When profits are rising, the market is healthy and you're personally ready, not when you're burned out or forced to sell. Planning 1 to 3 years ahead gives you the most control. See Exit Planning.

Do I need a business broker to sell?

No, but most owners get a better price and smoother deal with one. A broker values the business, keeps the sale confidential, finds and screens buyers, negotiates and manages the deal to closing while you keep running the business. See Business Broker Fees Explained.

Valuation

What is my business worth?

Most small businesses are valued as a multiple of earnings, either seller's discretionary earnings (SDE) or EBITDA. Multiples depend on size, industry, risk and growth. See What Is My Business Worth?

What is SDE?

Seller's discretionary earnings is pre-tax profit plus the owner's salary, benefits, interest, depreciation, and one-time or personal expenses run through the business. It shows the total cash flow available to one full-time owner.

What is the difference between SDE and EBITDA?

SDE adds back one owner's full compensation and is used for smaller, owner-run businesses. EBITDA assumes a paid manager and is used for larger companies.

What multiple will my business sell for?

Many Main Street businesses sell for about 2 to 4 times SDE. Larger companies with management in place often sell for higher EBITDA multiples. Industry, recurring revenue and owner dependence all move the number.

What are add-backs?

Add-backs are expenses added back to profit because a new owner wouldn't have them, like personal expenses, one-time costs or above-market owner pay. They must be documented. See Preparing Financials, SDE and Add-Backs.

What increases the value of my business?

Recurring revenue, a diversified customer base, a management team that runs things without you, clean financials, growing profit, and a long, transferable lease.

Timing and process

How long does it take to sell a business?

Typically 6 to 12 months from listing to closing. Smaller businesses can move faster; larger or complex deals can take longer. See How Long Does It Take to Sell a Business?

What is a letter of intent (LOI)?

A mostly non-binding agreement on price, structure and key terms, signed before due diligence. It usually includes exclusivity for the buyer.

What happens during due diligence?

The buyer, their lender and advisors verify your financials, tax returns, contracts, leases, employees and legal matters. It often takes 30 to 90 days.

Will I have to stay on after the sale?

Usually for a transition period, often a few weeks to a few months of training. Under current SBA rules, a seller can stay on as a consultant or employee for up to 24 months.

Fees

How much does a business broker charge?

Most business brokers work on a success fee paid mainly at closing. For businesses selling under about $1 million, fees commonly run 10% to 15% with a minimum. Larger deals usually use a sliding scale similar to the Lehman formula. Every engagement is different, so the best way to get specifics is to schedule a confidential conversation. See Business Broker Fees Explained.

Do I pay a broker upfront?

Most Main Street brokers are paid mainly at closing. Some charge an upfront fee for valuation or marketing, so ask how fees are structured.

Financing

How do buyers pay for a business?

Commonly with an SBA 7(a) loan, plus a buyer down payment and sometimes a seller note. Some buyers use cash or conventional bank loans. See SBA 7(a) Financing for Business Sellers.

What is an SBA 7(a) loan?

A bank loan partially guaranteed by the US Small Business Administration, widely used to buy businesses. Buyers typically put about 10% down.

What is seller financing?

The seller lets the buyer pay part of the price over time through a promissory note, often 5 to 20% of the price over 3 to 7 years. See Seller Financing Explained.

Do I have to offer seller financing?

No, but it often attracts more buyers, supports a higher price and shows confidence in the business.

Taxes and deal structure

What is the difference between an asset sale and a stock sale?

In an asset sale, the buyer buys the business's assets; in a stock sale, the buyer buys the ownership of the company. Buyers usually prefer asset sales, sellers often prefer stock sales. See Asset Sale vs Stock Sale.

How much tax will I pay when I sell?

It depends on structure, how the price is allocated across assets, and your entity type. Texas has no state income tax, but federal taxes apply. Work with a CPA before you sign an LOI.

What is purchase price allocation?

It's how the price is split across asset classes such as equipment, inventory and goodwill, reported on IRS Form 8594. It affects taxes for both sides.

Confidentiality

How do I sell my business without employees finding out?

Brokers use blind listings that don't name the business, NDAs, buyer screening and staged disclosure. Meetings happen after hours or off-site. See Confidentiality and NDAs When Selling.

When should I tell my employees?

Usually near or after closing, often with the buyer present. Key employees may be told earlier, sometimes with stay bonuses.

What is an NDA in a business sale?

A non-disclosure agreement that buyers sign before receiving confidential information. It limits use and sharing of that information and usually bars soliciting employees and customers.

Preparing to sell

How do I prepare my business for sale?

Clean up financials, document add-backs, reduce dependence on yourself, secure your lease, organize contracts and fix deferred maintenance. Start 1 to 3 years ahead if possible.

What documents do I need to sell my business?

Three years of tax returns and financial statements, year-to-date financials, a list of assets, leases, key contracts, employee information and licenses.

Can I sell a business that is losing money?

Yes, though usually for asset value: equipment, inventory, location and customer lists, rather than an earnings multiple.

Working with a broker

What does a business broker do?

Values the business, prepares marketing materials, markets confidentially, screens buyers, negotiates, coordinates with lenders and attorneys, and manages the deal to closing.

How do I choose a business broker?

Ask about experience in your industry and size range, their buyer network, marketing process, confidentiality practices, fees and recent closings.

Does Josh Campbell work with businesses outside Dallas?

Yes. Josh serves owners across Dallas-Fort Worth and North Texas, and through the FCBB network can help owners throughout Texas.