Selling a Small Business - 7-Step Guide for Owners

Successfully selling a small business takes more than just finding a buyer. From valuation to negotiation, you must maximize every step if you’re going to walk away with the best possible outcome.

In this post, we explain what you need to do, guiding you through a strategic approach to confidently selling your business.

TL;DR - How to Sell Your Small Business

The short version of selling your small business involves seven clear steps: 

1. Evaluate the business

2. Prepare your financials

3. Increase your business’ value

4. Find the right buyer

5. Negotiate the terms

6. Complete due diligence

7. Close the deal

We’ll detail each step below, explaining how to navigate the process and maximize your sale outcome. If you already know you want expert assistance, contact Exitwise, and we’ll help you put together and manage your M&A team to get the best result for your business sale.

How to Value a Small Business for Sale

Valuing a small business involves understanding a series of aspects. Here’s the big picture:

1. Financial performance: Look at your revenue, profits, and cash flow. These give a snapshot of your business's performance.

2. Market conditions: Assess your industry’s growth potential, competition, and trends. Strong market conditions can raise your business’s value.

3. Tangible assets: List and evaluate physical assets like equipment or inventory.

4. Intangible assets: Think about brand reputation, customer loyalty, or any intellectual property you own.

5. Valuation multiples: Buyers often apply EBITDA, SDE, or Revenue multiples to determine value. These vary by industry and provide a benchmark for pricing based on your business’s financials.

6. Comparable sales: Review similar businesses in your industry to see what they’ve sold for recently.

To simplify the process, you can use our valuation calculator. It can provide an estimate based on key business details, giving you a good starting point.

Small Business Valuation Multiples by Industry

In this section, we focus exclusively on EBITDA multiples to give you a clear and practical overview of small business valuations by industry.

EBITDA stands for Earnings Before Interest, Taxes, Depreciation, and Amortization, and it’s a widely accepted and reliable metric used to assess operational profitability.

Buyers want to know how many times EBITDA is a business worth because this valuation multiple:

• Filters out non-operating expenses

• Gives a clear view of the cash flow potential

• Provides a standardized basis for comparing businesses across industries

The table below shows the minimum and maximum values, giving you a sense of the full range of business valuations, with best- and worst-case scenarios.

7 Steps to Selling a Small Business

Following a tried and true roadmap can make the process more efficient and increase the chances of a successful sale. Below is a step-by-step guide you can use along with our selling a small business checklist.

1. Evaluate Your Business

When selling a small business, valuation is the first thing you must do. Consider its financial performance, assets, and industry-specific multiples at this stage.

Because this is such an important step that considers so many factors, you should take the time to understand precisely how to do it.

Our exit valuation guide can be an excellent resource for getting the context you need and deciding whether to do it yourself or get help from an M&A advisor.

2. Prepare Financial Documents

Transparency is crucial when attracting buyers. Make sure you gather and organize key financial statements such as profit and loss statements, balance sheets, and tax returns for the last 3-5 years.

3. Increase Business Value

Buyers will be more attracted to a business that’s trending upward. So, before listing it, see if you can improve it in any way. Anything that can boost sales, reduce costs, or optimize processes will add to the business value.

4. Find a Buyer

Not sure how to find a buyer for your business? You can market it yourself or work with a business broker to identify potential buyers. The important thing is to focus on strategic buyers, competitors, or investors who understand your industry and can truly appreciate what you’re doing.

5. Negotiate Terms

Once a buyer is interested, negotiate the terms of the sale, including price, financing options, and any transition assistance. Consider involving a lawyer or financial advisor to help navigate this process.

6. Complete Due Diligence

The buyer will conduct due diligence, reviewing the business's financials, operations, and legal aspects.

Be ready to provide the requested documents and try doing some reverse due diligence to be better prepared for whatever buyers might ask you.

7. Close the Deal

Finalize the sale by signing legal agreements such as a purchase agreement. You may need to assist in the transition by temporarily consulting or training the new owner.

Tax Implications of Selling a Small Business

Even with selling a small business, tax implications can be big. To minimize tax exposure, you must work with a tax professional or financial advisor who can guide you on key decisions such as proper timing, allocation, and available tax-saving strategies.

Here are some key aspects to consider:

1. Capital Gains Tax

If you sell your business for more than your initial investment, the difference (profit) is considered a capital gain. The tax rate on long-term capital gains (for assets held over a year) is typically lower than ordinary income tax rates, ranging from 0% to 20%, depending on your income bracket.

2. Allocation of the Purchase Price

How the sale price is allocated between assets can impact your tax liability. For example:

• Goodwill, customer lists, and intellectual property are often taxed at the lower capital gains rate.

• Inventory and equipment might be taxed as ordinary income, leading to a higher tax rate.

Before closing the deal, you must agree with the buyer on allocating the purchase price and file form 8594 with the IRS.

3. Depreciation Recapture

If you've claimed depreciation on assets (such as equipment or real estate), the IRS may require you to “recapture” that depreciation. This means you may have to pay taxes on the amount of depreciation claimed at a rate that could be higher than the capital gains rate.

4. Installment Sales

If you structure the transaction as an installment sale, you can spread the tax liability over multiple years, paying taxes as you receive payments rather than all at once. This can reduce your tax burden in any single year by keeping you in a lower tax bracket.

5. State Taxes

In addition to federal taxes, you may owe state taxes on the sale. State capital gains rates vary, and some states do not tax capital gains at all. Make sure to account for your state’s rules when planning the sale.

Key Challenges in This Process

The road to selling your business can be paved with challenges. But when you know what to expect, you get to plan carefully or, at the very least, understand what kind of professional assistance you need. Here’s what you can expect:

1. Valuation disagreements: Sometimes, your expectations may differ from the buyer’s valuation. Industry-specific multiples and financial performance are often subject to interpretation, leading to negotiation challenges.

2. Finding the right buyer: Identifying a buyer who offers a fair price and is also a good fit for your business can take time. Strategic buyers, competitors, and investors may have different priorities and expectations.

3. Due diligence: Buyers will thoroughly review your financials, operations, and legal compliance. This can be an invasive and lengthy process, requiring substantial preparation.

4. Legal and tax complexities: The legalities of structuring the deal (asset vs. stock sales) and the tax implications are complex. Mistakes in structuring or failing to consult a tax professional can lead to unnecessary tax burdens.

How Exitwise Can Help

Exitwise is the advisory partner that can spare you all the unnecessary stress and complications of selling a business. Here’s how we make things easier for you:

1. Tailored M&A team selection: We carefully select and rate a team of industry-specialized professionals, including investment bankers, M&A attorneys, tax accountants, and wealth advisors. This way, your business is represented by experts who understand the nuances of your industry.

2. Industry-specific insights: We leverage a global network of specialized M&A experts to ensure you benefit from deep, industry-specific insights. These experts know how to position your business for the highest value based on market trends, competitor actions, and buyer expectations.

3. Streamlined process: From initial valuation to closing the deal, we manage the entire process, streamlining each step. We handle the complexities of due diligence, negotiations, and legal considerations so you can stay focused on your business while the experts work behind the scenes.

4. Maximizing sale outcomes: Our priority is helping you sell your business faster and for more money. We focus on optimizing your exit strategy to ensure the best possible outcome.

Despite the high stakes, selling a small business feels more manageable when you have the right support. Find out how we work at Exitwise, and let us advise you on maximizing your business sale.

Frequently Asked Questions (FAQs)

Below are answers to frequently asked questions on the topic of selling a small business:

How Long Does it Take to Sell a Small Business?

The timeline depends on market conditions, the business’s financial performance, and how quickly potential buyers can be found and qualified. On average, it can take six months to one year, and the experts we’ll connect you with are doing their best to reduce this period to a minimum.

How to Sell a Small Business Fast

Listing on multiple platforms and pre-screening buyers can speed up the process. But it’s also important to keep financial documents well-organized, price your business competitively, and have experienced professionals assist you. At Exitwise, we act as your M&A advisor and connect you with the best sales professionals in your industry.

Where Can I List My Small Business for Sale?

You can list your business on platforms like BizBuySell or BizQuest. Buyers widely use these marketplaces because they offer a range of options to suit different industries and business sizes.

Conclusion - Best Way to Sell a Small Business

The best way to sell a small business is to thoroughly prepare, select the right team, and strategically position it for sale.

Leveraging the expertise of M&A professionals is also essential to selling your business faster and for more money without the stress of handling everything on your own.

Want a successful exit? Contact Exitwise to get started on building your dream M&A team and maximizing your sale strategy.