Home / Guides

How to Sell a Business in Texas: A Step-by-Step Guide for DFW Owners

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

Step 1: Decide why and when you are selling

Your reason for selling shapes the whole deal. Retirement, burnout, health, a partner leaving and chasing a new opportunity all lead to different timelines and structures. Owners who start planning 1 to 3 years ahead almost always get better prices than owners who have to sell quickly.

Step 2: Find out what your business is really worth

Most Main Street businesses in North Texas are valued as a multiple of Seller's Discretionary Earnings (SDE). That is your net profit plus your own salary, plus legitimate add-backs like one-time expenses. Larger companies are usually valued on EBITDA. Multiples depend on your industry, how much the business relies on you, customer concentration, how steady your revenue is, and whether you have a team that can run things without you.

Step 3: Get your financials buyer-ready

Buyers and lenders will want:

• 3 years of business tax returns and profit-and-loss statements
• A current balance sheet
• A clear list of add-backs, with documentation
• Equipment lists, leases and important contracts
• Payroll and employee information

Clean books are the biggest factor you control when it comes to both price and how quickly the deal closes.

Step 4: Keep the sale confidential

If word gets out that you are selling, you can lose employees, customers and vendors. A broker markets the business without naming it, screens buyers, and only shares details after a buyer signs an NDA and shows they can afford the deal.

Step 5: Market to qualified buyers

Buyers usually come from a few groups: individual buyers (often using SBA financing), competitors, private equity groups, and search funds. A good broker contacts all of them at once, so buyers compete with each other.

Step 6: Negotiate the letter of intent (LOI)

The LOI sets out the price, the deal structure (asset sale or stock sale), how much cash you get at closing, any seller financing, any earnout, how long you will stay on to help with the transition, and how long the buyer gets for due diligence. Most Texas small business sales are asset sales.

Step 7: Due diligence and financing

The buyer checks your financials, operations and legal records. If they are using an SBA 7(a) loan, the lender will order a valuation and will often require you to finance part of the price yourself. This stage usually takes 45 to 90 days.

Step 8: Texas-specific closing items

• Sales tax clearance: under Texas law, a buyer can be held responsible for a seller's unpaid sales tax. Buyers usually require a certificate of no tax due from the Texas Comptroller before closing.
• Franchise tax: make sure your entity's franchise tax filings are up to date.
• Real estate: if property is part of the sale, it may need separate licensing, a separate contract and a separate closing.
• No state income tax: Texas does not have a personal income tax, but federal capital gains tax and depreciation recapture still apply. Plan for these with your CPA.

Step 9: Close and hand over

At closing, money changes hands, assets are transferred, and the transition period begins. A smooth handover protects any seller note or earnout you are still owed.