Most people who sell a small business in Georgia do it once in their life. Most brokers do it every week. That gap is why the standard advice is “hire a broker” — and for a $3 million company with multiple bidders, that advice is right. For a business under $500K it usually isn’t. The commission is a large slice of a small pie, the broker’s attention goes to their bigger listings, and the process still takes the better part of a year.

This guide walks through the alternative: going directly to a buyer. It’s written from the buyer’s chair — I read business submissions every week — so it tells you what we actually look at, what slows deals down, and where sellers leave money on the table.

What a broker costs on a sub-$500K deal

Business brokers in Georgia typically charge a success fee of 10–12% on “Main Street” deals, with a minimum fee commonly in the $10,000–$15,000 range regardless of price. Some also charge an upfront marketing or valuation fee. On a $250,000 sale you’re looking at $25,000–$30,000 in commission, paid at closing, before you pay your attorney or your CPA.

What you get for that: a listing on BizBuySell and similar sites, a confidential information memorandum, buyer screening, and someone to run the back-and-forth. Those are real services. The question is whether they’re worth 10% to you — and whether you can get the same outcome with a direct buyer and a good attorney for a fraction of the cost.

Step 1: Know your number before anyone else does

Buyers of small businesses don’t price off revenue. They price off seller’s discretionary earnings (SDE): the profit the business produces for one owner-operator, after adding back your salary, your personal expenses run through the business, depreciation, interest, and one-time items. (Here’s how to calculate it and what multiple to expect.)

Work out your SDE for the last three years before you talk to anyone. If a buyer’s first question is “what’s your SDE?” and your answer is “what’s that?”, you’ve just told them you don’t know what the business is worth — and you will be negotiated against your own number.

Step 2: Assemble the four documents every buyer asks for

A serious direct buyer can give you a real offer from four things. You don’t need a 40-page memorandum.

• Three years of business tax returns. These are the spine of every valuation. Returns are what lenders underwrite against, so they are what buyers trust.
• A current year-to-date profit and loss statement and, ideally, the same period last year for comparison.
• The lease (or the deed, if you own the real estate). Term remaining, renewal options, rent escalations and whether the lease is assignable decide whether a business is sellable at all.
• A list of what’s included: equipment, vehicles, inventory at cost, licenses, phone numbers, domain names, customer lists, social accounts. Note anything you intend to keep.

Have these in a folder before your first conversation. The sellers who get the cleanest offers are the ones who answer the first request within a day.

Step 3: Decide what you actually want

“The most money” is not a complete answer. Owners under $500K usually have several goals pulling against each other:

• Highest price — which usually means a longer process and more seller financing.
• Fastest close — which usually means accepting a cleaner, slightly lower cash number.
• Employees taken care of — which matters to a direct buyer who intends to operate, and not at all to a buyer who intends to strip the assets.
• A clean exit versus staying on for a transition period (two to twelve weeks is normal; some sellers want a year of consulting income).

Rank them. When you know the ranking, structure negotiations get fast. When you don’t, every offer feels wrong for reasons you can’t articulate.

Step 4: Protect confidentiality

The thing most likely to damage your business during a sale is not a low offer. It’s a key employee hearing about the sale from a customer, or a vendor tightening your terms because they assume you’re in trouble. Three rules:

• Use a non-disclosure agreement before sharing financials. A one-page mutual NDA is standard; any direct buyer worth talking to will sign one without being asked twice.
• Meet off-site and schedule any walk-through for a closed period or as a “vendor visit.”
• Tell employees after closing, together, with the buyer in the room — unless a key employee’s continued employment is a condition of the deal, in which case you bring that one person in under NDA near the end.

Public listings are the enemy of confidentiality. Your business appearing on a marketplace with its revenue and a thinly disguised description is how your competitor finds out you’re selling.

Step 5: Understand how the deal gets structured

Almost every small-business sale in Georgia is an asset sale: the buyer forms a new entity and buys the assets, goodwill and name from your entity. You keep your LLC or corporation (and its liabilities) and wind it down afterward. Stock sales — where the buyer takes over your actual company — are rare under $500K because the buyer inherits every unknown liability.

The price is typically paid as some combination of:

A seller note is not a sign of a weak offer. It often raises the total price, spreads your tax hit across years, and tells the buyer you believe in the business. It should be secured, personally guaranteed by the buyer, and drafted by your attorney.

Step 6: Due diligence — what the buyer will check

Once you agree on price and structure, the buyer verifies. Expect two to four weeks of:

• Reconciling your P&L to bank statements and tax returns.
• Reviewing the lease and getting the landlord’s consent to assign it (start this early — landlords are the most common cause of delay).
• Checking equipment condition, titles on vehicles, and whether any equipment has liens.
• Confirming licenses and permits transfer or can be reissued (alcohol licenses in Georgia, for example, do not transfer — the buyer applies new).
• Requesting a tax clearance letter from the Georgia Department of Revenue so they don’t inherit your sales-tax liability.
• Searching UCC filings for liens against your business assets.

The way to make diligence short is to have done it on yourself first. Pull your own UCC search. Read your own lease for the assignment clause. Know what’s on the equipment.

Step 7: Closing

Small-business closings in Georgia are handled by a transactional attorney, not a title company (unless real estate is included, in which case both are involved). The attorney prepares the asset purchase agreement, bill of sale, assignment of lease, non-compete, and the seller note if there is one. Funds are wired at closing. The whole thing — from first conversation to funds — can run 30 to 60 days with a direct buyer who has their financing in order. Compare that with six to twelve months on a brokered listing.

Budget $2,500–$7,500 for your own attorney depending on complexity, and talk to your CPA before you agree on price allocation. How the purchase price is divided between equipment, goodwill, non-compete and inventory changes your tax bill, and the buyer’s preference is usually the opposite of yours.

When you should use a broker

To be fair about it: a broker earns their fee when you have a business that will attract multiple strong bidders, when you have no idea who would buy it, or when you don’t have the time or temperament to run a process. If your business clears $500K in SDE, is in a niche with strategic acquirers, or you expect a bidding war, talk to a broker. If it’s a solid Main Street business under $500K, you are very likely better off going direct.