How to sell a business in Texas

Every sale starts with a realistic number. We build a Broker Opinion of Value from three years of tax returns, current internal financials and a conversation about how the business runs day to day. That number becomes the basis for the asking price and, later, for what a buyer's lender will support. The mechanics of that process are covered on what is my business worth and the Broker Opinion of Value.

Before anything goes to market, we look at what would make a buyer or a lender nervous: messy books, undocumented owner dependence, a customer list that lives in your head instead of a spreadsheet. Some of this can be fixed in weeks. Some takes a year or two. See preparing your business for sale for the order we recommend tackling it in.

Your business is presented to the market as a blind profile — industry, geography, size and general characteristics, with nothing that identifies the company by name. Interested parties see enough to know whether to inquire, and nothing more, until they qualify.

A serious inquiry signs a non-disclosure agreement and completes a buyer profile before they see anything further. This step exists to filter out the curious from the capable, and it is the point at which we start forming a view of whether a buyer can actually close. The full mechanics of confidentiality are on confidential business sale.

Once a buyer is qualified, they receive the Confidential Business Review — the detailed package covering financial history, operations, staffing, facilities and the story of the business. This is the document most offers are built on, and getting it right takes real work up front.

Qualified buyers make offers, usually informally at first, so we can gauge seriousness and structure before either side spends time on paperwork. This is also where we learn who actually understands the business well enough to buy it.

A written letter of intent sets out price, structure, timeline and the major terms both sides expect. It is not binding on price in the way a purchase agreement is, but it is the document that stops informal discussion and starts a real transaction, usually with an exclusivity period attached.

The buyer, often with their own CPA and attorney, verifies everything the Confidential Business Review represented: financials, contracts, leases, licenses, employee matters, equipment condition. This is the stage that most often surfaces surprises, which is exactly why the preparation step matters so much earlier in the process.

Most buyers in the one to ten million dollar range finance the purchase, often through SBA 7(a) lending. The lender underwrites the business's adjusted earnings independently of the buyer's enthusiasm, and the deal has to make sense to them too. Details are on how buyers finance the purchase.

Attorneys for both sides finalize the purchase agreement, funds are transferred, and ownership changes hands. This is a legal step and your attorney's document, not ours; we coordinate the pieces around it but do not draft it.

Almost every deal includes a transition period where the seller trains the new owner, introduces key relationships, and steps back gradually rather than all at once. How long that lasts is negotiated as part of the letter of intent, and it matters more to a smooth outcome than owners usually expect going in.

The step owners underestimate is not the negotiation. It is how much of the business was quietly running through them, and how long it takes to hand that off well.

If you are trying to time this whole process against your own plans to step back, see selling a business before retirement and exit planning in San Antonio.