What changes without a broker
A sale has the same steps with or without a broker: preparation, approaching buyers, a teaser, a non-disclosure agreement (NDA), the information memorandum, offers, heads of terms, due diligence and completion. What changes is who does each one.
| Task | With a broker or adviser | Without one |
|---|---|---|
| Getting the figures ready | Owner and accountant, guided by the adviser | Owner and accountant |
| Finding buyers | Adviser’s contacts, research and listings | Owner: known contacts, approaches, listing sites |
| Teaser and memorandum | Adviser drafts | Owner drafts, or uses a tool or a writer |
| NDAs and controlled disclosure | Adviser runs | Owner runs, with the solicitor’s NDA |
| Negotiating price and terms | Adviser, with the owner deciding | Owner, with solicitor and accountant |
| Due diligence questions | Adviser coordinates | Owner and accountant answer directly |
| Sale agreement | Solicitor | Solicitor |
The last row does not change. Owners who sell without a broker still, in practice, use a solicitor, and usually keep their accountant involved throughout.
Who it tends to suit
Selling without a broker tends to be considered where the buyer is already in view, or the business is small enough that a broker’s minimum fee looms large. Typical situations include:
- A sale to the management team, a family member or a long-standing employee.
- A competitor, supplier or customer who has already expressed interest.
- A smaller business where the owner has an accountant or a part-time non-executive they trust to help.
- An owner who has bought or sold a business before and is comfortable negotiating.
It tends to be harder where there is no obvious buyer, where confidentiality is critical, or where several buyers need to be run at once to get competing offers. Those are the situations where a broker’s reach and process count most. The costs on the other side are set out in our guide to business broker fees.
The documents you still need
Buyers expect the same documents whoever runs the sale. A buyer who meets a seller without them usually asks for them, and the gaps slow things down.
- A teaser: a one- or two-page anonymous summary sent to possible buyers first. See what a teaser is.
- An NDA: a confidentiality agreement signed before anything that identifies the business is shared. A solicitor usually drafts or checks it.
- An information memorandum: the full document about the business, its history, people, customers and figures. See the information memorandum.
- A data room: an organised, private place to share contracts, accounts, leases and staff records during due diligence, with a record of who saw what.
- Reconciled figures: profit in the management accounts that can be reconciled to the statutory accounts and the tax return, with any add-backs explained. See EBITDA add-backs.
The figures matter most. A buyer’s accountant typically tests the key numbers in the memorandum against the source documents, and an owner without a broker answers those questions directly. Our due diligence guide lists what buyers typically ask for.
Finding buyers yourself
Finding the buyer is usually the hardest part without a broker. The common routes are people the owner already knows (managers, competitors, suppliers, customers), direct approaches to businesses that might want to expand, and paid listings on business-for-sale websites.
Each route carries a confidentiality risk. An approach to a competitor tells them the business may be for sale, and a listing can be recognised by staff or customers even when it is anonymous. Owners commonly send only the teaser first, ask for an NDA before naming the business, and release the detailed documents in stages as a buyer shows serious intent.
A broker also screens buyers before they see anything. Without one, that screening falls to the owner. Questions sellers commonly put to an interested party early on: who the buyer is and what they already own, why they want this business, how the purchase would be funded, and who makes the final decision on their side. A buyer who cannot answer the funding question clearly is often not ready to make an offer.
It also helps to keep a simple record of every party approached, what they were sent and when, and whether they signed the NDA. If several buyers are interested at once, the record is what keeps the process fair and the timetable clear.
Negotiation, tax and timing
Buyers, especially acquisitive companies and investors, negotiate deals regularly. An owner on their own negotiates price, how much is paid at completion and how much is deferred, warranties, and how long they stay on afterwards. Many owners agree heads of terms with their solicitor and accountant reviewing each draft before signing.
Tax shapes what an owner keeps. Business Asset Disposal Relief can reduce Capital Gains Tax on a qualifying sale, and GOV.UK gives the rate as 18% for disposals from 6 April 2026, subject to eligibility conditions. Whether it applies, and how the structure of a deal affects it, is a question for an accountant or tax adviser before heads of terms are signed.
Sales take time with or without a broker. Unbiased, which introduces people to advisers, suggests preparing for a deal to take six to nine months at least, and starting to prepare the business two years ahead. More on that in how long a sale takes.
This is general information, not advice. Selling a business is a significant decision, and most owners take legal and tax advice whichever route they choose.
Where teasr fits
For owners running the sale themselves, the owner-led plan on teasr gives them the same tools advisers use, for their own business: the readiness check, the teasr and the memorandum drafted from their own figures and signed off by a person at teasr, NDAs, and a private data room with a record of who opened what. There are places for the owner and their accountant or non-executive. It is a monthly plan with no success fee; the price is on pricing.
It does not do the parts a broker does that software cannot. It does not act for the owner, find or introduce buyers, or advise on price, structure or terms. Many owners are better off with an adviser negotiating for them, and advisers use teasr too.
A starting point for either route is the free readiness check: nine figures, no sign-up, and a list of what a buyer is likely to question. It does not value the business.
Questions
- Is it legal to sell a business without a broker in the UK?
- Yes. There is no requirement to use a broker or adviser to sell a UK business, though in practice sellers use a solicitor for the sale agreement.
- Do I still need a solicitor if I sell without a broker?
- In practice, nearly always. The sale agreement, disclosure letter and warranties are legal documents, and the buyer will have its own solicitor.
- How do owners find a buyer without a broker?
- Usually through people they already know, such as managers, competitors, suppliers or customers, through direct approaches, or through business-for-sale listing websites. Each route needs care over confidentiality.
- Does teasr find buyers for owners selling on their own?
- No. The owner-led plan provides the documents, the NDA and the data room, but teasr does not find or introduce buyers, act for the owner or advise on price.
Sources
- GOV.UK, Business Asset Disposal Relief — The relief, its eligibility conditions and the rate for disposals from 6 April 2026.
- Unbiased, Your step-by-step guide to selling a UK business — Six to nine months at least for a deal, and two years of preparation. Unbiased introduces people to accountants and financial advisers.
teasr is software. It is not authorised or regulated by the Financial Conduct Authority and gives no advice on price, structure or terms. Take advice from your own advisers before acting on anything here.