Earnouts now show up in roughly 1 in 3 lower-middle-market sales. Across deals that include one, sellers collect only about 20 cents on the dollar of what was promised. Here’s what drives that gap — and the five terms worth negotiating before you sign.
Private equity is sitting on 13,325 US companies it already owns, and more than a quarter have been held for seven years or longer. That backlog shapes your deal more than the multiple does. Here is how to read where a buyer’s fund sits in its own ten-year clock — and the five questions that surface it before you sign.
On October 1, 2026, the SBA changes how business acquisitions are underwritten. The coverage floor moves to 1.25x, projections stop counting toward it, and deals at $3 million and above pick up a Quality of Earnings requirement. Here is what it costs a seller — and which buyer it quietly favors.
“Not ready to sell” almost never means “not profitable enough.” It means a buyer can’t verify, finance, or take over what you’re selling. Here are the five gaps that surface in diligence.
Most advice tells you to grow your earnings. The bigger money is usually in the multiple. Here are the five levers that actually move your number.
PE-backed platforms accounted for roughly 41% of HVAC M&A activity in 2026. Here is the multiple-arbitrage math behind the roll-up, and what it means for your number.
Private equity is consolidating MSPs, staffing firms, and specialty distributors just as systematically as home services. Here are the 2026 bolt-on vs. platform multiples, and what they mean for your exit.
Due diligence is the buyer’s formal investigation of your business: a systematic effort to verify that everything you and your broker represented is true, documented, and defensible.
A Letter of Intent (LOI) is one of the most important documents in a business sale. Learn what it contains, what’s binding vs. non-binding, and the red flags every seller should watch out for before signing.
Most business owners expect to sell in 3 months. The reality is closer to 9–12. Here’s a breakdown of every phase of a business sale — and what drives timelines longer or shorter.
SELLING A BUSINESS
Most sellers expect 3 months. The average is closer to 9–12. Here's what actually drives the timeline.
One of the most common surprises business owners face when they decide to sell is how long the process actually takes. Most assume they’ll have a check in hand within a few months. The reality is quite different and understanding the actual timeline can save you from poor decisions, unnecessary stress, and costly mistakes.
The average time to sell a small business ranges from 6 to 12 months, with many transactions taking even longer. This isn’t because deals are difficult to close, it’s because selling a business involves multiple sequential phases, each with its own preparation, negotiation, and documentation requirements.
In this guide, we’ll walk through each stage of the sale process, what typically happens at each step, and the key factors that can either accelerate or extend your timeline.
Understanding the stages of a transaction helps you plan effectively and set realistic expectations with your family, your team, and your advisors.
Before your business ever goes to market, significant groundwork must be completed. This phase includes:
Sellers who skip preparation often find themselves scrambling to produce documents mid-process — a situation that erodes buyer confidence and can kill deals entirely.
Once your business is prepared and packaged, your broker will list it across relevant platforms: business-for-sale marketplaces, buyer databases, and direct outreach. During this phase:
For well-prepared businesses in active markets, this phase moves quickly. For niche or larger businesses, initial buyer identification may take longer.
This phase involves identifying the right buyer — not just any buyer. Key activities include:
The LOI is a non-binding agreement that outlines the key deal terms: purchase price, deal structure, transition period, and exclusivity. Once signed, the buyer enters a period of exclusivity — typically 30–90 days — to complete due diligence. Depending on the size of the business, a buyer may go straight into an APA.
Due diligence is the buyer’s formal investigation of your business. This is where many deals slow down — or fall apart. The buyer (and their advisors) will review:
For sellers who prepared thoroughly in Phase 1, this phase moves efficiently. For sellers who haven’t, this is where delays and re-negotiations emerge.
Rule of Thumb
If the buyer is using SBA financing (common in small business acquisitions), this phase runs concurrently with due diligence but typically extends beyond it. SBA loan approval requires its own review process and can add 30–60 days to the overall timeline.
Simultaneously, attorneys for both sides negotiate the final Asset Purchase Agreement (APA) or Stock Purchase Agreement. This is often the phase where deals slow down the most, as legal teams can add significant time through iterative revisions. Depending on the size of the business, buyers and sellers may choose to forgo legal counsel and use a standard APA from an organization such as the Business Brokers of Florida.
Amerivest Tip
Once financing is approved and the purchase agreement is finalized, the deal moves to closing. This involves:
Closings that are well-prepared typically complete in a single day or a scheduled signing session.
Understanding the common causes of delay helps sellers avoid them — or at least plan around them.
The most common source of delay is disorganized or inconsistent financial records. When buyers can’t reconcile the numbers, they slow down, ask more questions, or bring in accountants — all of which cost time. Tax returns that don’t match P&Ls, significant cash transactions, or lack of supporting documentation are particularly problematic.
When a buyer is using SBA financing, lender requirements can create unexpected delays. This includes appraisals, environmental reviews, franchise approvals, and lease estoppels. Sellers who anticipate this and prepare those documents early can reduce delays significantly.
If the business’s value is heavily tied to the seller’s personal relationships, skills, or involvement, buyers will require longer transition periods — sometimes 12 to 24 months — before they feel comfortable closing. This extends negotiations and can change deal structure entirely.
Unexpected legal issues — lawsuits, zoning violations, regulatory non-compliance, or lease assignment complications — can pause a transaction for weeks or months while they are resolved. Identifying and addressing these in the preparation phase is critical.
Sellers who enter the market with inflated valuations or rigid deal structure requirements spend more time negotiating with buyers who ultimately walk away. Market-aligned pricing from the outset dramatically reduces time on market.
While some delays are unavoidable, experienced sellers and advisors know how to compress the timeline without sacrificing deal quality.
Sellers who engage a professional broker early — before they’re ready to sell — can complete the preparation phase before ever going to market. This alone can compress the overall timeline by 1–3 months.
Larger and more complex businesses naturally take longer to sell. Here’s a general framework based on business size:
| Business Value | Typical Sale Timeline | Key Complexity Driver |
|---|---|---|
| Under $500K | 3–6 months | Buyer pool size, seller financing |
| $500K–$2M | 6–9 months | SBA financing, due diligence complexity |
| $2M–$10M | 9–15 months | Legal complexity, buyer qualification |
| $10M–$25M | 12–24 months | Deal structure, lender complexity, strategic buyers |
If you’re planning to sell your business, the single most important thing you can do right now is start planning earlier than you think you need to. The 6–12 month timeline assumes a reasonably well-prepared business with a qualified buyer and a straightforward deal structure. Add complications — and most transactions have at least a few — and you can easily be looking at 12–18 months from preparation to close.
At Amerivest, we work with sellers from the earliest stages of the process to ensure that when it’s time to go to market, everything is in place to move quickly and confidently. A faster closing means less stress, less disruption to your team, and more certainty that the deal you worked hard to negotiate actually makes it to the finish line.
If you’re considering selling within the next 12–24 months, now is the right time to have a conversation.
Every business sale is unique. Get a clear-eyed view of your own timeline, what to expect at each stage, and what you can do right now to prepare.
Lorem ipsum dolor sit amet, consectetur adipiscing elit. Ut elit tellus, luctus nec ullamcorper mattis, pulvinar dapibus leo.
Lorem ipsum dolor sit amet, consectetur adipiscing elit. Ut elit tellus, luctus nec ullamcorper mattis, pulvinar dapibus leo.
