What Does a Business Broker Actually Do? The Sale Process Explained, Start to Finish

What Does a Business Broker Actually Do? The Sale Process Explained, Start to Finish

James Dixey — Founder and Managing Director    ·    8 min read    ·    James Dixey Limited

Most people sell a business once or twice in their lives. The advisor sitting on the other side of the table has done it dozens or hundreds of times. This is the explainer we wish we could hand every owner who calls us for the first time.

EXECUTIVE SUMMARY

•  Business brokers and M&A advisers do different jobs at different price points. Under £1m of business value, a listings-based broker is usually proportionate. Above £1m, a confidential, targeted M&A process almost always pays for itself.

•  A well-run M&A process has four phases: preparation (2–4 months), going to market (1–2 months), buyer selection (1 month), and due diligence through to completion (2–4 months). Total: six to twelve months for a well-prepared business in the £3–15m EV range.

•  Our fee structure: engagement fee on instruction. If the transaction does not complete, only the engagement fee is paid. Specific terms shared on a confidential first call.

•  For regulated sectors, sector-specific completion mechanics (CQC change-of-provider, Ofsted re-registration, BAFE/NSI/SSAIB accreditation transfers) often determine the back-end timeline more than the legal SPA itself.

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The first sale process I ran was Pilgrims, my own business. I went into it knowing the industry I was selling into intimately and almost nothing about how to actually run a sale process. That gap — between knowing the business and knowing the transaction — is the gap most owners face when they come to us. Closing it for them is most of what an adviser actually does.

This piece walks through what an advisor does, what the sale process looks like start to finish, how long it takes, what it costs, and when you genuinely need one — versus when you are probably better off without.

Broker, M&A advisor, corporate finance — what is the difference?

The terms get used loosely, but in UK practice they describe quite different services for quite different sizes of business.

A business broker typically handles smaller transactions — often businesses under £1m in value — using a listings-based model. The business goes onto a website, the broker advertises it to a wide pool of potential buyers, and interested parties are introduced. Fees tend to be modest, the process is fairly standardised, and the advisor's role is closer to estate agency than to deal-making.

An M&A advisor (sometimes called a corporate finance advisor) operates differently. They run a confidential, targeted process for businesses generally above £1m and often well above £5m. We work in the £3–15m enterprise value range, which is where most owner-managed regulated businesses sit and where the dynamics of a focused, sector-specialist process most clearly add value over a listings-based one. Rather than listing the business publicly, an M&A advisor identifies and approaches a curated list of buyers, manages information flow under NDA, negotiates terms on the seller's behalf and steers the transaction through to completion.

If you are reading this trying to decide which you need, the rough rule is: under £1m, a broker is probably proportionate; above £1m, you almost certainly want an M&A advisor. That said, the threshold is not a hard rule. A £900k niche regulated business with three credible buyers will be better served by an M&A adviser than by a listings broker; a £1.2m business with one well-known local buyer might genuinely not need one. The question is process complexity, not just price tag.

What the process actually looks like

A well-run M&A process has four phases. Most of the value an advisor delivers is in the first and the last.

Phase 1 — Preparation (typically 2–4 months)

Before any buyer hears about the business, the advisor pulls together the diligence pack the buyer will eventually want: clean three-year financials with normalising adjustments, a forecast model, a no-names teaser document, an information memorandum, and answers to the property, employment and contractual questions that will come up. This is also the stage where the indicative valuation is honestly stress-tested, the right deal structure is decided (whole sale, partial exit, OpCo/PropCo split, earn-out, equity rollover), and any underlying issues are identified and either fixed or made disclosable. Owners often want to skip this phase. Skipping it almost always costs you money in the diligence stage later.

Phase 2 — Going to market (typically 1–2 months)

The advisor builds and approaches the buyer list. A confidential one-page teaser goes out on a no-name basis. Interested parties sign an NDA and receive the information memorandum. They are given a deadline to submit indicative non-binding offers. A good process at this stage creates competitive tension — multiple credible parties at the table improves both price and terms. In our experience across regulated-sector mandates, a well-targeted anonymised approach to a curated buyer list reliably generates several qualified enquiries inside a tight window; competitive tension is not a theoretical good, it changes the price.

Phase 3 — Selecting a buyer (typically 1 month)

Indicative offers are reviewed not just on headline price but on deliverability, structure, conditionality and cultural fit. Shortlisted buyers meet management. Heads of terms are negotiated with the preferred bidder, including an exclusivity period.

Phase 4 — Due diligence and completion (typically 2–4 months)

The buyer's accountants, lawyers and sometimes commercial consultants run financial, legal, tax and commercial due diligence. The sale and purchase agreement is drafted and negotiated. Warranties and indemnities are debated, the disclosure letter is prepared, completion accounts mechanics are agreed. In regulated businesses the timeline often extends here for sector-specific reasons: CQC change-of-provider applications for care businesses (typically 12–16 weeks in current market conditions, with the CQC having advertised a 10–12 week baseline but real-world processing times longer following the Dash review), Ofsted re-registration for SEN schools and children's services, and the transfer of NSI/BAFE/SSAIB accreditations for fire and security businesses. None of this is optional and a good process front-loads the applications rather than waiting for the buyer to flag them. Then exchange and completion. This phase is where deals most often get re-traded or fall apart, and where having an advisor who has been through it many times genuinely earns their fee.

How long does it actually take?

For a typical James Dixey Limited mandate — a regulated, owner-managed business in the £3–15m enterprise value range — the full process from engagement to completion runs eight to twelve months. Faster (six months) is achievable for businesses already well-prepared with a tight buyer fit; slower (twelve to fourteen months) is normal for businesses requiring preparation work, complex property arrangements, or multiple-jurisdiction regulatory approval. We tell every prospective client the same thing on the first call: build twelve months into your planning, and treat anything quicker than that as upside.

It is worth saying clearly: any advisor who tells you they will sell your business in three months is either overpromising, taking a price haircut to get there, or both.

What does it cost?

UK M&A adviser fees vary, but the structure most commonly used in the mid-market is a modest engagement fee on instruction followed by a success fee on completion. At James Dixey Limited, the engagement is straightforward: an engagement fee on instruction. The engagement fee covers the work that happens before any buyer sees the business — the initial valuation, buyer mapping, and information memorandum preparation. The success fee is only payable on completion. Specific terms are shared on a confidential first call. Legal fees on the sale and purchase agreement, due diligence and tax structuring sit alongside this, paid by the seller separately.

The right way to think about cost is in relation to outcome. A good adviser will, in most processes, add more to the headline price than their fee through some combination of buyer competition, structuring and negotiation. A poor adviser — or no adviser — can easily leave 10–25% of value on the table, which on a £5m business is substantially more than any reasonable fee.

When you actually need one — and when you do not

You probably need an advisor if your business is worth more than about £1m, if there is more than one shareholder, if there is a property question sitting underneath the deal, if your business operates in a regulated sector where the buyer will need to transfer CQC, Ofsted or industry accreditations (and where mis-handling that transfer can collapse the deal), if you operate in a sector with specialist dynamics buyers will need help understanding, or if you simply do not want to run the process while still running the company.

You probably do not need one if your business is worth under £500k and you have an unsolicited offer from a credible buyer you already trust, with simple terms. Even then, a few hundred pounds of legal time before signing anything is money well spent.

We turn down more first calls than we take on. Not because we couldn't do the work, but because some businesses are genuinely better served elsewhere — a simpler listings broker, an EOT specialist, a sector accountant who knows the buyer the owner has already found. The point of a free first call is to find out whether we are the right answer, not to sell you that we are.

Related: Five things that will kill your business sale before you even go to market.  (/insights/five-things-that-will-kill-your-business-sale)

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SOURCES

[1] CQC change-of-provider timeline: 10–12 weeks is the CQC-advertised baseline but real-world processing has run at 12–16 weeks following the Dash review (2024). Ofsted change-of-provider re-registration process. BAFE / NSI / SSAIB accreditation transfer protocols — transferable but require full transitional audit and a documented chain of compliance.

James Dixey Limited — Specialist M&A for regulated, owner-managed businesses in Care, Education, Fire & Security and Other Regulated Services.