How to Sell a Business Without a Broker in Australia

Most business owners assume they need a broker to sell. The market reinforces this assumption at every turn: brokers advertise heavily, they control the listing platforms, and the first thing most owners do when they decide to sell is Google "business for sale" and click the first ad from a brokerage.

But selling without a broker is not only possible, it's increasingly common, particularly in the $2M–$10M range where brokers charge fees between $150,000 and $300,000, and where many businesses already have relationships with potential buyers. You can absolutely run the process yourself. But you do need to understand what you're taking on, the steps you can't skip, and where most private sellers trip up.

This isn't an article telling you that brokers are worthless or that every owner should sell privately. It's a clear breakdown of what brokers actually do, what you can do yourself, what the process looks like step-by-step, and when a broker is still the smarter choice.

What brokers actually do (and what you're replacing)

To decide whether you can run a sale yourself, you first need to understand what role a broker plays. Brokers aren't just middlemen; they provide four specific functions that create real value when executed well.

Access to a buyer database

Established brokers maintain databases of buyers: individuals registered as looking, private equity groups, family offices, trade buyers who've expressed interest in certain sectors. A large national firm might have genuine reach into buyer networks that would take you years to build. A boutique broker's database might be narrower but better qualified within a niche.

The value of this access depends entirely on whether your business needs wide market exposure to find the right buyer. If you already know the likely trade buyers in your industry, or if your competitors would be obvious acquirers, the broker's database is less relevant. If you're selling a business with a wide buyer pool and no existing relationships, the database is more valuable.

Marketing and listing management

Brokers list businesses on BizBuySell, BusinessSale.com.au, and their own networks. They prepare an information memorandum (IM), handle inbound enquiries, screen callers, and manage initial buyer qualification. For businesses that need broad market advertising, a retail business, a hospitality venue, a franchise,this marketing engine is genuinely useful.

But if you're selling to a known list of strategic buyers, most of this marketing infrastructure is irrelevant. You don't need a listing. You need a well-prepared information pack and a structured process to approach buyers directly.

Process management and negotiation

A good broker manages the offer process, coordinates diligence, keeps deals alive when buyers get cold feet, and navigates the inevitable hiccups between heads of agreement and settlement. The value here depends entirely on the broker's skill and experience. A senior broker with 50+ transactions in your deal size range can add genuine strategic value. A junior associate managing 30 listings simultaneously is mostly administrative coordination.

Transaction coordination through to settlement

Brokers track conditions precedent, manage document exchange, coordinate between lawyers and accountants, and handle the logistics of settlement. This is real work, and experienced brokers do it well. But it's also largely administrative work that a competent transaction lawyer or accountant can manage if you're willing to stay involved.

When you sell without a broker, you're replacing all four of these functions. That doesn't mean you're doing it alone,you'll still engage lawyers, accountants, and possibly advisors,but you are taking on the coordination role that a broker would normally handle.

What you can do yourself (and what it requires)

Here's what running a private sale actually looks like in practice.

Identify buyers directly

Instead of listing on a platform and waiting for enquiries, you approach a shortlist of buyers directly. This works best when:

• You know the logical trade buyers — competitors who've expressed interest before, suppliers who've asked about acquisition, customers who've floated the idea.
• You have relationships in the industry — peer networks, industry associations, advisors who know the buyer landscape.
• Your business is in a consolidating sector — where roll-up strategies are common and buyers are actively looking for add-on acquisitions.

The advantage is control. You choose who knows you're selling, you control the timing of approach, and you can tailor the pitch to each buyer. The disadvantage is you miss buyers you didn't know existed. A broker casts a wider net. A private sale is more targeted.

Run a confidential process under NDA

Before you share any information about the business, every potential buyer signs a non-disclosure agreement (NDA). This is non-negotiable. Your lawyer can draft a standard NDA template, typically 2–4 pages, covering confidentiality obligations, non-solicitation of staff, and restrictions on use of information. Learn more about maintaining confidentiality.

You manage NDA execution yourself. Send the agreement, track who's signed, and only release the information memorandum once the NDA is countersigned. This is simple administrative work, but it requires discipline. One buyer who receives information without signing an NDA can create serious competitive risk.

Prepare and distribute an information memorandum

The IM is the core marketing document. It's what buyers read to decide whether to pursue the opportunity. A well-prepared IM for an SME business is typically 20–40 pages and covers:

• Executive summary — the business model, the opportunity, and key financials at a glance.
• Business overview — products/services, customers, operations, competitive position.
• Financial performance — three years of P&L, adjusted EBITDA, cash flow, and balance sheet summary.
• Growth opportunity — what a new owner could do that you haven't (new markets, new products, operational leverage).
• Transaction structure — are you selling shares or assets, what's included, what's the expected timeline.

Brokers typically prepare the IM as part of their service. When you're selling privately, you write it yourself or engage someone to help. A good transaction accountant or M&A advisor can prepare an IM for $5,000–$15,000 depending on complexity. Alternatively, if your financials are clean and you're comfortable with business writing, you can draft it yourself using a template.

The IM doesn't need to be slick. It needs to be clear, accurate, and complete. Buyers care more about the quality of the numbers than the quality of the graphic design.

Negotiate terms and manage offers

When offers come in, you evaluate them, negotiate, and structure the deal. This is where most owners worry they'll get outmanoeuvred without a broker. In practice, the negotiation is less adversarial than you'd expect. Buyers want a deal that works for both sides. You want a clean exit at a fair price. The structure matters more than haggling over the final 5%.

Key terms to focus on:

• Purchase price and structure — how much is paid at settlement, how much is deferred or contingent on earnout.
• Working capital adjustment — how inventory, receivables, and payables are handled at settlement.
• Conditions precedent — what needs to happen before the deal closes (finance approval, landlord consent, key customer renewals).
• Restraint terms — non-compete period and geography (typically 2–5 years within your market).
• Handover and transition — how long you'll stay involved post-sale, and whether you're paid separately for that time.

You don't negotiate these terms in isolation. Your lawyer reviews every offer, highlights risks, and advises on structure. You make the commercial decision. They handle the legal detail.

The step-by-step process of a private sale

Here's what the timeline and sequence actually look like when you run it yourself. Learn more about how long the process takes.

Step 1: Get an independent valuation (weeks 1–2)

Before you approach any buyer, understand what your business is actually worth. An independent valuation gives you a defendable price range, identifies the key value drivers, and highlights the issues that buyers will focus on during diligence.

This costs $3,000–$10,000 depending on business size and complexity. It's the best money you'll spend in the process. Without it, you're guessing. With it, you're negotiating from a position of informed confidence.

Step 2: Prepare the information memorandum (weeks 2–4)

Draft the IM while the valuation is being completed. Gather three years of financials, write the business overview, identify the growth opportunities a buyer would pursue, and structure the document clearly. If you're engaging help, brief them early. If you're doing it yourself, allocate 20–30 hours of focused work.

Step 3: Identify and prioritise your buyer list (week 4)

List every potential buyer you can think of: competitors, suppliers, customers, industry consolidators, private equity groups active in your sector, search funds, high-net-worth individuals you know who've talked about acquisitions. Prioritise them into tiers based on strategic fit and likelihood of execution.

A typical shortlist for an SME business is 8–15 buyers. You don't need 100. You need the right 10.

Step 4: Approach buyers under NDA (weeks 5–6)

Reach out to your shortlist, gauge interest, and send NDAs to anyone who wants to proceed. Most buyers will sign quickly if they're genuinely interested. If a buyer hesitates on signing an NDA, that tells you something about how serious they are.

Once NDAs are signed, distribute the IM and give buyers 10–14 days to review and indicate interest.

Step 5: Field questions and facilitate site visits (weeks 7–9)

Buyers will have questions. Lots of them. Answer clearly, provide supporting documents where relevant, and offer site visits or management meetings to serious buyers. This is time-consuming, but it's also where you learn which buyers are genuinely committed and which are tyre-kicking.

Step 6: Receive and evaluate offers (weeks 10–12)

Set a deadline for initial offers (non-binding LOIs). Most buyers will submit offers in the final few days before the deadline. Evaluate each offer not just on headline price, but on structure, conditions, buyer credibility, and deal certainty.

A $3.2M offer with no contingencies and a 30-day close is often better than a $3.5M offer with a 12-month earnout and conditional finance approval.

Step 7: Negotiate and agree heads of terms (weeks 13–15)

Select your preferred buyer and negotiate the LOI to a mutually agreed position. Your lawyer reviews it. Once both parties sign, you enter exclusive negotiations, meaning you agree not to pursue other buyers while this one completes diligence.

Step 8: Manage due diligence (weeks 16–20)

The buyer conducts due diligence: financial review, legal review, operational assessment, customer interviews, lease reviews, staff interviews. You provide documents, answer questions, and coordinate access. This is the most intensive phase. Expect to spend 15–20 hours per week managing the process.

Step 9: Finalise the Sale and Purchase Agreement (weeks 20–24)

Lawyers draft the SPA based on the agreed LOI. You review it with your lawyer, negotiate any outstanding points, and finalise all schedules, disclosures, and ancillary documents (employment agreements, restraint deeds, transition services agreements).

Step 10: Settlement (week 24–26)

Conditions precedent are satisfied, final working capital adjustments are calculated, funds are transferred, and ownership changes hands. You typically stay involved for a handover period (2 weeks to 6 months depending on what's agreed).

Total elapsed time: approximately 6 months from valuation to settlement, assuming no major delays. Some deals close faster. Some take longer if financing is complex or if diligence uncovers issues that need resolving.

Where private sellers typically get stuck

Most owners who attempt a private sale don't fail because they can't find a buyer. They fail (or overpay for help) at two specific points: legal documentation and buyer qualification.

Legal documentation and SPA drafting

The Sale and Purchase Agreement is a complex document. It allocates risk between buyer and seller, defines what happens if something goes wrong post-settlement, and sets out warranties, indemnities, and dispute resolution mechanisms. Getting this wrong can cost you hundreds of thousands of dollars in the years after settlement.

You cannot draft an SPA yourself unless you're a corporate lawyer. You need a lawyer who specialises in M&A transactions. Expect to pay $15,000–$40,000 in legal fees for a standard SME transaction, more if the deal is complex or if significant negotiation is required.

Where sellers get stuck: they engage a general commercial lawyer rather than an M&A specialist, or they try to minimise legal costs and end up with a document that doesn't protect them. The legal bill feels expensive in the moment. The cost of inadequate documentation only shows up later, when it's too late to fix.

Buyer qualification and deal certainty

Not every buyer who expresses interest can actually close. Some don't have financing in place. Some haven't done deals before and underestimate what's involved. Some are using your diligence process to learn about your business with no real intent to buy.

Experienced brokers are good at filtering out non-serious buyers early. When you're running the process yourself, you need to do this qualification yourself. Key questions to ask upfront:

• How are you financing this acquisition? Cash, bank debt, vendor finance, or still figuring it out? If they haven't secured finance, that's a red flag unless they're a cashed-up trade buyer.
• What's your timeline? Buyers who say "flexible" often mean "I'm not really ready." Serious buyers have a clear timeline.
• Have you acquired a business before? First-time buyers aren't automatically bad, but they take longer, ask more questions, and are more likely to get cold feet during diligence.
• What happens next if you like what you see? A buyer who can articulate their process (indicative offer, then diligence, then SPA, then settlement in 60 days) is more credible than one who says "we'll see how we feel."

Where sellers get stuck: they spend three months in detailed diligence with a buyer who was never really qualified, and only discover at the end that financing was never approved. This wastes time, leaks confidential information, and burns goodwill with other potential buyers who were sidelined while you pursued the wrong one.

The honest cost-benefit calculation

Here's what you actually save, and what you actually spend, when you sell without a broker.

Item	Broker-led sale	Private sale	Difference
Broker commission (on $3M sale at 7%)	$231,000 (inc GST)	$0	+$231,000
Legal fees	$15,000–$30,000	$20,000–$40,000	−$5,000 to −$10,000
Valuation	Often skipped	$5,000–$10,000	−$5,000 to −$10,000
IM preparation	Included in commission	$5,000–$15,000 (or DIY)	−$5,000 to −$15,000
Accounting/tax advice	$8,000–$15,000	$8,000–$15,000	$0
Total cost	~$254,000–$276,000	~$38,000–$80,000	+$174,000–$238,000 saved

Your time investment: Running a private sale requires approximately 80–120 hours of your time spread over 6 months. That's 3–5 hours per week on average, with heavier weeks during diligence (10–15 hours per week for 4–6 weeks).

If your time is worth $500/hour (a reasonable proxy for a business owner generating $600K+ EBITDA), that's $40,000–$60,000 of opportunity cost. Add that to the $38,000–$80,000 in direct costs, and your all-in cost for a private sale is approximately $78,000–$140,000.

Compare that to $254,000–$276,000 for a broker-led sale, and you're saving $115,000–$200,000 net, even after accounting for your time.

The calculation shifts if:

• You can't afford to dedicate 3–5 hours per week (because you're operationally critical to the business and it will suffer if you step back).
• You have no existing buyer relationships and need broad market exposure.
• Your business is complex and requires specialist buyer networks (tech, healthcare, highly regulated sectors).

In those scenarios, a broker may still deliver better value despite the higher cost.

When a broker IS still worth it

Be clear-eyed about when a broker genuinely makes sense, even after understanding the costs and what you can do yourself.

You have no existing buyer relationships

If you don't know who the logical buyers are, if you're not connected to the industry's acquirer community, and if building a shortlist from scratch would take you months,a broker's database and network access has real value. The fee may still be high, but the alternative is listing the business yourself on public platforms or approaching cold buyers with no warm introduction.

Your business needs wide market exposure

Retail, hospitality, franchises, trade businesses, anything where individual buyers might come from anywhere,these businesses benefit from the marketing reach that brokers provide. You're not selling to five strategic buyers. You're selling to whoever in Australia (or beyond) has the capital and the interest. That requires advertising, inbound management, and buyer screening at scale.

You're operationally critical and time-poor

If you can't step back from day-to-day operations without the business suffering, running a sale process yourself is risky. The business's value is directly tied to its performance during the sale period. If diligence reveals declining revenue because you were distracted managing the transaction, buyers reprice or walk. A broker handles the process load so you can stay focused on running the business.

The business is complex or in a specialist sector

Tech businesses with IP, SaaS models, healthcare businesses with regulatory complexity, manufacturing with significant capital equipment,these deals require buyers who understand the sector and the specific risks involved. Specialist M&A advisors (not generalist brokers) often have relationships with the right buyers and can position the business more effectively than you can on your own.

A final thought: preparation beats process

Whether you use a broker or sell privately, the single biggest factor in your outcome isn't who manages the process. It's whether the business was ready to sell in the first place.

A business with clean financials, low owner dependency, diversified revenue, strong management, and clear growth opportunities will attract better buyers and command a higher multiple whether it's listed by a broker or sold privately.

A business with mixed personal and business expenses, high owner dependency, concentration risk, and unclear financials will struggle to sell well regardless of who's running the process.

If you're 1–2 years from selling, the most valuable work you can do isn't deciding whether to use a broker. It's fixing the structural issues that suppress your valuation. The multiple improvement from that work, moving from 3× to 4× EBITDA, for example,is worth more than any broker fee you'll save or pay.

Sell when you're ready. Use a broker if it makes strategic sense. Run it yourself if you have the time, the relationships, and the confidence to execute. But don't start the process until the business is genuinely ready to be sold.