Business Broker Fees Explained: What It Costs to Sell a Business in Texas
Common fee structures
| Structure | How it works | Typical use |
|---|---|---|
| Flat success fee | Under about $1M: commonly 10–15% of the price, paid at closing, with a minimum fee; larger deals usually follow a Lehman-style scale | Main Street businesses |
| Minimum fee | A set dollar amount, or the percentage, whichever is greater | Smaller deals |
| Sliding scale (Lehman / Double Lehman) | The percentage drops at higher price levels | Lower middle market |
| Retainer or engagement fee | Paid upfront, sometimes credited toward the success fee | Larger or more complex deals |
| Valuation fee | A separate charge for a formal valuation | Varies |
What the fee usually covers
- Business valuation and pricing strategy
- Marketing materials (teaser, confidential information memorandum)
- Confidential marketing to an outside buyer network and online platforms
- Buyer screening, NDAs and checking buyers' funds
- Managing showings and buyer questions
- Negotiating the LOI and deal structure
- Coordinating with lenders, attorneys, CPAs and landlords
- Managing due diligence through to closing
Other selling costs to plan for
- Attorney fees for the purchase agreement and closing documents
- CPA fees for tax planning and the price allocation
- Paying off any liens or loans on the business assets
- Lease assignment costs, if the landlord charges any
- Any taxes owed on the sale
Is a broker worth it?
Selling a business yourself can save the fee, but it often costs more in other ways:
- A lower price: fewer buyers means less competition.
- Leaks: marketing yourself makes confidentiality hard to keep.
- Time: while you're busy selling, the business suffers, and that hurts value.
- Deals falling apart: financing problems, due diligence surprises and bad structure can sink a deal.
Questions to ask any broker about fees
- Is there an upfront fee, and is it credited at closing?
- What's the success fee and the minimum?
- How long is the listing agreement, and what happens when it ends?
- Does the fee cover real estate if property is part of the sale?
- Is there a "tail" period for buyers introduced during the agreement?
Josh's take: I'd rather talk about fees in the first meeting than have them be the elephant in the conference room. A good broker earns the fee in three places: price, terms, and the deals that would have died without someone running interference. The cheapest broker is the one whose deal actually closes, so ask any broker how many of their listings close, and what happened to the ones that didn't.
Frequently asked questions
Who pays the broker fee?
Usually the seller, out of the sale proceeds at closing.
Do I pay if the business doesn't sell?
With a success-fee model, generally no, apart from any upfront or valuation fees agreed in writing.
Are broker fees negotiable?
Sometimes, depending on the deal's size and complexity. But the cheapest broker isn't always the one who gets you the most money.
Is the broker fee tax-deductible?
Selling costs usually reduce your taxable gain. Confirm this with your CPA.