The question most owners ask is whether they need an M&A advisor or business broker to help sell their business, or whether they can manage the process on their own. While it can be possible, business owners are usually more focused on continuing to support their business during the transaction process than on finding the right professionals to involve, ensuring they engage each professional at the right time, and coordinating this team as the transaction moves forward.
Selling your business requires a coordinated team of professionals: an M&A advisor or business broker, a transaction attorney, a CPA, and a financial advisor. Each brings different expertise, but their work is interconnected.
That coordination matters because decisions about valuation and deal structure can affect taxes. Taxes affect net proceeds. Net proceeds affect whether the transaction supports your long-term financial goals. And legal terms can change the risk behind an otherwise attractive offer.
The Four Professionals on Your Business Sale Team
The four members of your deal team have distinct responsibilities, but they should not operate in isolation.
Your M&A advisor or business broker leads the sale process and serves as the quarterback of the deal team. The advisor positions the business for market, identifies and qualifies buyers, manages confidentiality, runs the competitive process, evaluates offers, and negotiates key business terms. They also coordinate the entire deal team, bringing in your transaction attorney, CPA, and financial advisor or wealth manager when decisions require their specialized expertise.
Your transaction attorney handles the legal aspects of the sale. An experienced transaction attorney can identify legal or documentation issues before they disrupt a transaction, review the letter of intent (LOI) before you sign it, and negotiate the purchase agreement and other closing documents.
Your CPA handles accounting and tax considerations. Your CPA can help model after-tax proceeds, identify tax-planning opportunities, support financial due diligence, and evaluate the tax consequences of different deal structures.
Your financial advisor connects the transaction to your personal financial plan. How much do you need to net to support your current lifestyle? How much liquidity do you need at closing? How does seller financing, an earnout, or retained equity fit into your goals? That perspective matters well before you go to market.
The distinction is important: your transaction attorney, CPA, and financial advisor each own specialized areas of expertise. Your M&A advisor or business broker owns the transaction process and helps coordinate those specialists as their expertise is needed.
Building Your Deal Team Before You Go to Market
The best time to assemble your deal team is before a transaction is underway. You do not necessarily need to engage all four professionals on the same day, but early planning gives them time to address issues while you still have options.
Your CPA can review your business structure, model potential after-tax proceeds, and identify tax-planning strategies that may require action before an LOI establishes the basic structure of a transaction.
Your financial advisor can help define what constitutes a successful outcome. Retirement needs, family goals, liquidity, future investments, and other priorities provide a framework for evaluating potential offers later. Your financial advisor may also be able to model potential after-tax proceeds and identify specific tax-planning strategies.
A business valuation can then help connect those goals to the company鈥檚 current value. An initial valuation may also identify factors that strengthen or limit value; for some owners, that becomes the basis for a two- to three-year improvement plan to maximize their value. For others, it confirms they’re ready to move forward.
As the decision to sell becomes more definite, your M&A advisor or business broker takes the lead in preparing the business for market, including positioning the company, preparing marketing materials, developing the buyer strategy, and establishing confidentiality protocols. If you want a detailed look at this stage, see what a broker does in the first 30 days, week by week.
Your transaction attorney should be involved before an LOI is signed, and often much earlier. Reviewing contracts, leases, ownership documents, intellectual property, and other potential diligence issues before going to market can prevent surprises later.
There is no universal order for these conversations. What matters is involving the right professionals early enough to do their best work and connecting their perspectives as you move toward going to market.
During the Active Process: How the Deal Team Works Together
Once buyers enter the picture, the deal team鈥檚 responsibilities become increasingly interconnected, with the M&A advisor or business broker coordinating the transaction process.
The M&A advisor or business broker manages both buyer and seller communications, fields offers, and maintains competitive tension. A structured process can produce multiple offers and give the seller greater leverage than a single-buyer negotiation. This is where professional business brokerage or M&A advisory services can make a difference.
The attorney reviews the LOI and advises on legal terms. Although much of an LOI may be non-binding, it can establish important elements of the transaction, including deal structure, working capital, escrow, and exclusivity. Those terms become harder to revisit once the LOI is signed.
The CPA supports financial due diligence and helps evaluate tax implications as the proposed structure takes shape. A buyer’s quality-of-earnings review may closely examine the adjustments that support the valuation, which is one reason why inaccurate or poorly organized financials can create significant problems during a sale.
The financial advisor evaluates proposed outcomes against the seller’s financial plan. Two offers with similar headline prices can look very different when cash at closing, seller financing, earnouts, rollover equity, timing, and risk are considered.
The M&A advisor or business broker helps keep these conversations connected and progressing. An attractive price means little if important legal issues remain unresolved, the tax consequences materially change net proceeds, or the structure doesn’t support the seller’s financial objectives.
At Closing and After: How the Roles Shift
As closing approaches, the team remains intact, but responsibilities begin to shift.
The M&A advisor or business broker continues to manage the transaction and coordinate the parties through closing. The transaction attorney finalizes the purchase agreement and other legal documents. The CPA focuses on the tax treatment of the proceeds and any obligations that continue after closing.
The financial advisor prepares for the transition from owning a concentrated, illiquid business asset to managing the proceeds and other assets received in the transaction. Ideally, that strategy builds upon planning that began long before closing and reflects the seller’s goals for liquidity, income, growth, risk management, estate planning, or other priorities.
After the sale, the involvement of the M&A advisor or business broker and transaction attorney typically decreases, while the CPA and financial advisor may remain involved for months, years, or indefinitely.
Putting It Together
Selling a business involves valuation, marketing, negotiation, due diligence, legal documentation, taxes, and personal financial planning. No single professional should be expected to provide expert guidance in every area.
Your M&A advisor or business broker manages the sale process and coordinates the broader team. Your attorney protects your legal interests. Your CPA addresses accounting and tax considerations. Your financial advisor connects the transaction to your long-term financial goals.
Their roles are distinct, but the decisions they inform are interconnected. That’s why the right question is not simply, 鈥淒o I need a broker to sell my business?鈥� It is whether you have the right expertise around you and whether that expertise is working together.
Viking has helped more than 950 business owners through this process since 1996. If you would like to talk through where you are and what the right team might look like for your situation, we are glad to have that conversation.
Frequently Asked Questions
You are not legally required to use a broker, but most sellers benefit from professional representation. An M&A advisor or business broker positions the business, identifies and qualifies buyers, manages confidentiality, negotiates key business terms, and runs the sale process. The advisor should also coordinate with your other professionals as legal, tax, and financial considerations arise, and provide recommendations if you have any gaps in your deal team.听
An M&A advisor or business broker values and positions the business, prepares marketing materials, identifies and qualifies buyers, manages confidentiality, evaluates offers, negotiates business terms, and coordinates the transaction process. The advisor does not provide legal, tax, or personal financial advice; those responsibilities belong to the appropriate members of your deal team.听
Mentioning a potential business exit to your CPA before you plan to sell can only benefit you. Once you have decided to sell, your CPA can help you understand potential after-tax proceeds, evaluate the tax implications of different deal structures, and identify planning strategies that may need to be implemented before an LOI is signed.听
Your transaction attorney should be involved at the latest before you sign an LOI, and earlier when possible. An experienced transaction attorney can identify legal or documentation issues before going to market, review the LOI, and negotiate the purchase agreement and other transaction documents.听
Ideally, your financial advisor should be involved well before the business goes to market. Your financial advisor can help determine what you need from a sale to support retirement, future investments, family goals, or other post-exit plans. During the transaction, they can help evaluate how the amount, timing, and form of proceeds fit into that broader financial plan.听
You need multiple professionals because a business sale involves transaction strategy, legal documents, accounting and taxes, and personal financial planning. Your M&A advisor or business broker manages the sale and coordinates the team, while your transaction attorney, CPA, and financial advisor provide specialized guidance in their respective areas. The roles are distinct, but the decisions they inform are often interconnected.