Most sellers ask about the broker's commission and stop there. The real cost of selling a small business includes several other fees that add up — some fixed, some negotiable, and a few that depend entirely on how your deal is structured. Knowing the full picture before you start helps you price your business correctly and avoid an unpleasant surprise at closing.

What Does a Business Broker Actually Charge?

Broker commissions on small business sales typically run 8% to 12% of the sale price, often on a sliding scale that decreases as the price increases, with many brokers using a minimum fee for smaller deals. This is usually the largest single cost in a sale, but it's also the one doing the most work — marketing, buyer screening, negotiation, and deal management that would otherwise fall entirely on you. See our guide to what to expect from working with a broker for how that fee breaks down against what you get for it.

What Legal and Accounting Fees Should You Expect?

Plan on paying an attorney to review or draft the purchase agreement, negotiate representations and warranties, and handle closing documents — typically a few thousand dollars for a straightforward small business sale, more if the deal structure or negotiations get complicated. Your accountant's fees for preparing clean financials, calculating your SDE, and advising on tax structure add another cost, though this is often money well spent since clean financials directly affect your sale price. Neither of these is optional if you want a deal that actually closes cleanly.

Sellers sometimes try to save money by skipping a transaction attorney and relying on the buyer's attorney or a generic template agreement. This rarely saves money in practice — a purchase agreement drafted or reviewed only by the buyer's side tends to favor the buyer's interests by default, and the cost of fixing a bad term after signing is almost always higher than the legal fee would have been.

What Other Fees Come Up During a Sale?

  • Valuation fees — if you get an independent appraisal rather than relying on your broker's market valuation.
  • Due diligence costs — organizing and sometimes having financials reviewed or audited to satisfy a buyer's lender.
  • Lease assignment or transfer fees — some landlords charge a fee to approve a new tenant.
  • Payoff costs on existing loans — any business debt typically needs to be settled at or before closing.
  • Escrow or closing agent fees — for holding and disbursing funds securely at closing.

How Do Taxes Factor Into Your Total Cost?

Taxes are usually the largest cost of all, and the one sellers most often underestimate. Capital gains tax on your proceeds, plus potential ordinary income tax on portions allocated to depreciation recapture or a non-compete, can take a meaningful bite out of your headline sale price. This isn't a fee you pay to someone facilitating the sale, but it's very much part of the real cost of selling, and it's the one area where planning ahead — before you're negotiating a purchase agreement — actually gives you some control. See our guide to tax implications of selling a small business for the details.

How Do You Budget for All of This?

As a rough planning estimate, many sellers see total transaction costs — broker commission, legal, accounting, and miscellaneous fees, before taxes — land somewhere between 10% and 15% of the sale price. That's a wide range, and where you fall in it depends on deal size, complexity, and how well-prepared your business is going in. A business with clean, ready financials and a straightforward structure costs less to sell than one requiring extensive cleanup and negotiation.

The most useful way to budget is backward from your target net proceeds, not forward from the sale price. Decide what you actually need to walk away with, then work with your broker and accountant to figure out what sale price, structure, and fee arrangement gets you there — rather than being surprised at closing by how much smaller the final wire is than the number on the letter of intent.

Understanding the full cost picture upfront helps you set a realistic asking price and avoid being caught off guard at closing. If you want a clear, honest breakdown of what selling your specific business would actually cost, get in touch with Silver Surf — we walk every seller through this before they list, not after.

FAQ

1. What percentage of the sale price goes to fees when selling a business?

Total transaction costs — broker commission, legal, accounting, and miscellaneous fees, before taxes — typically land between 10% and 15% of the sale price.

2. Is the broker commission the biggest cost of selling a business?

It's usually the largest single fee, typically 8% to 12% of the sale price, but taxes on the proceeds are often the largest cost overall once everything is accounted for.

3. Are there costs to selling a business beyond broker fees and taxes?

Yes — legal and accounting fees, valuation costs, due diligence costs, lease assignment fees, and loan payoff costs all factor in.

4. Can I negotiate the broker's commission?

Many broker commissions are negotiable, particularly on larger deals, though a very low commission can also signal less marketing investment or a less experienced broker.