offsell
Didn't sell? Questions owners ask

Fees and retainers

Business broker fees and retainers: what should a seller look out for?

The short answer

Look at what is payable before any buyer is found, what the success fee is calculated on, and what you may still owe after the mandate ends. That means understanding instruction fees, retainers, success fees and minimums, VAT, how 'Total Deal Value' treats deferred and contingent payments, exclusivity, termination and tail periods. An upfront fee is not wrong in itself — the question is what it buys.

The Offsell view

An upfront retainer can be appropriate where extensive preparation, valuation or strategic advisory work is required before buyers are approached. What matters is that you know what is delivered for it, and what happens if no transaction completes.

The fee terms to understand

TermWhat to check
Instruction fee / retainerAmount, what it covers, whether refundable or credited
Monthly feesHow long they run and whether they stop
Success feeRate, and whether it is flat or banded
Minimum feeThe floor, and at what deal size it applies
VATWhether quoted figures include it
Total Deal ValueWhat counts — cash, debt, deferred and contingent consideration
Exclusivity and terminationLength and notice
Tail periods and protected buyersWho is covered after the mandate ends, and for how long

What if you have already paid an upfront broker fee once?

It is understandable not to want to make another substantial payment simply to try again. Offsell does not charge an upfront fee to begin the process.

£0 upfront

5%
on the first £1m of Total Deal Value
4%
on the next £1.5m
3%
on any amount above £2.5m
  • Progressive bands — each rate applies only to its band.
  • Minimum fee £15,000 + VAT.
  • At signed Heads of Terms, 20% of the anticipated fee is payable and credited against completion.
See worked fee examples

What should you do next?

  1. 01Ask every adviser for an illustration of their fee at your expected deal value.
  2. 02Check how deferred or earn-out payments are treated.
  3. 03Confirm exactly what is payable if no sale completes.

Find out why before you simply try again.

We don't list businesses. We find buyers.

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Off-market · Confidential · £0 upfront