How to Sell a Business Without a Broker (AI SaaS Edition)

You can sell a business without a broker, and for a small AI SaaS product it is often the sensible route. The work does not disappear, though. You take on valuation, marketing, buyer screening, legal paperwork and payment security yourself, or you use a platform that handles those stages for a fixed fee. This guide covers what a broker does, what it costs, the steps to run the sale yourself, and where a facilitated marketplace fits between the two.

TL;DR

• Brokers commonly charge a percentage of the sale price. Published commissions across firms range from 5% to 15%, with a median of 8%, so a sale of any size carries a real bill.
• A no-broker sale means you do the broker’s jobs: valuation, a data room, NDAs, buyer vetting, a purchase agreement and a safe way to move the money.
• Hire a lawyer and a CPA either way. The IRS treats a business sale as the sale of each asset separately, and that shapes your tax bill.
• On AIExchange.club, listings are free, the success fee is a flat 10% with no monthly fees, and deals close through escrow with standardized contracts. The marketplace is for AI SaaS businesses only. To compare selling without a broker with the other exits, see SaaS exit strategy.

What a broker actually does, and what it costs

A business broker (increasingly called an M&A advisor) does five things: values the business, writes the marketing materials, finds and screens buyers, manages negotiation, and coordinates the legal close. Most charge only on success, taking a percentage of the price.

The numbers vary by source. A survey of fee pages, Business Broker Fees, Quoted From Their Own Pages, reports a median published commission of 8% and a range of 5% to 15%. The same site’s 2026 data puts traditional brokers at 10% to 15% on deals under $1 million, while marketplace models more often sit between 3% and 10%. Treat those as ranges, not quotes. Some brokers also add upfront or retainer fees, and minimum fees can make small deals proportionally more expensive.

A worked example using our own arithmetic: on an $80,000 sale, a 10% fee is $8,000 and a 15% fee is $12,000. That difference is real money for a solo founder who built the product on nights and weekends.

When selling without a broker makes sense

Going without a broker works best when:

• The business is small and simple. A micro-SaaS with clean Stripe revenue, a single codebase and no employees is far easier to hand over than a company with leases, inventory and staff.
• You already have a line to buyers. An audience, a newsletter, a user community or inbound acquisition interest all shorten the search.
• You have time. A direct sale is a project with real hours attached, and most of them land in the weeks you least want to spare.
• You can be objective. Sellers who cannot take a low-ball offer calmly tend to negotiate badly with themselves.

It works less well when the business is large, when there are several stakeholders with conflicting interests, or when you are too burned out to run a process. In those cases, paying for help is rational. The question is only how much help you need, and for what.

The steps to sell a business yourself

1. Decide why you are selling

Buyers ask. A clear reason (a new project, burnout, a product outside your focus) builds trust, and a vague one invites suspicion. They Got Acquired suggests asking yourself why you want to skip a broker at all, since that answer shapes everything that follows.

2. Get a defensible valuation

Rules of thumb such as “three times profit” are starting points, not answers. SBA guidance, as summarized in our research, stresses that value depends on the method (income, market or asset approach) and on adjustments for owner-specific expenses, and that independent appraisals or a CPA give a more defensible range than arbitrary multiples. For SaaS, buyers typically look at recurring revenue, churn, growth and how much the business depends on you. Our guides on SaaS valuation, valuation multiples by category and SDE versus EBITDA walk through the math. You can also take our AI SaaS valuation quiz for a quick range.

3. Clean up the numbers and build a data room

Sellers who succeed in direct sales tend to treat the sale as a project: organizing the data room in advance, keeping financial logs and requiring a signed NDA before sharing detailed financials. For an AI product, a useful data room holds:

• Monthly revenue and refunds, matched to payout records
• Customer counts, churn and cohort retention
• Model and API costs per month (these hit AI margins harder than hosting does)
• Code repository access plan, infrastructure map and third-party dependencies
• Terms of service, privacy policy and any customer contracts
• A written handover plan: what you will do in the first 30 days after closing

Our 12-month preparation checklist goes deeper on this stage.

4. Find buyers and protect confidentiality

Without a broker, you do the outreach. Options include your own network, communities of indie founders, direct messages to companies in an adjacent niche, and marketplaces. Whatever channel you use, release only a blind teaser (no name, no URL) until the buyer signs an NDA. Identify the buyer, confirm they can fund the deal, and only then share financials.

5. Screen buyers before you spend time on them

Ask three questions early: how much can you spend, how will you pay (cash, financing, earn-out), and what have you bought or built before? Tire-kickers rarely answer these cleanly. If a buyer plans to finance the purchase, it helps to know how that works, which we cover in how to finance a SaaS acquisition.

6. Negotiate price and terms, not just price

A headline number hides the details that decide what you actually keep: how much is paid at closing, whether part is deferred or tied to earn-outs, how long you stay on for transition support, and what you warrant about the business. A lower price paid in cash at closing can beat a higher one paid over two years.

7. Sign a letter of intent, then run due diligence

A letter of intent (LOI) fixes the main terms and usually gives the buyer a window of exclusivity. Due diligence follows: the buyer checks revenue against bank and processor records, reviews the code and infrastructure, and confirms ownership of the intellectual property. Expect questions on every claim in your listing. Answer fast and consistently, and flag problems yourself before the buyer finds them.

8. Paper the deal properly

This is where DIY sales go wrong. You need an asset purchase agreement or a stock purchase agreement, assignments of IP and domain names, transition terms and, usually, a non-compete. The structure matters for taxes and liability, so read Asset Sale vs Stock Sale and then talk to a business attorney. Sellers on public forums say the same thing: a good attorney and CPA are critical when you go it alone.

9. Move the money safely

Never transfer code, domains or accounts against a promise. Use a neutral escrow agent that holds funds until the agreed assets are delivered. It protects the buyer from paying for something that never arrives and protects you from handing over assets and chasing the payment.

Tax: plan before you sign

In the US, the sale of a business usually is not treated as the sale of a single item. Each asset is treated as sold separately when working out gain or loss and its character. In an applicable asset acquisition, buyer and seller each report the allocation of the purchase price on Form 8594, using the residual method across asset classes. Goodwill generally falls in the last class, and the allocation can change whether your proceeds are taxed as ordinary income or capital gain.

In practice, that means the purchase price allocation is a negotiation point, not a formality. Agree on it in the agreement, and have your CPA model it before you sign. This is general information and not tax advice: your entity type (LLC, S corp, C corp, sole proprietorship) changes the result, so ask a CPA who handles business sales.

The middle path: a facilitated marketplace

The choice is not only “broker or alone.” A marketplace with a structured process takes over the parts that are hardest to do alone (contracts, payment security, a defined sequence of steps) while you keep control of price and buyer choice.

For comparison, here is how the three routes differ in broad terms:

If you want a view of other options for software sellers, see our comparison of Flippa alternatives.

Perspective: what we see in small AI SaaS sales

We built AIExchange.club for one kind of seller: the founder of an AI SaaS product, often a solo builder, who has revenue but no appetite for a six-figure broker engagement. In that segment, we think the fee model matters as much as the fee amount. A seller should not pay anything to list, pay a subscription while waiting, or pay for add-ons. So listings are free, and the success fee is a flat 10%, charged only when a deal closes, with no monthly fees.

We also think that most failed small deals do not fail on price. They fail on process: a buyer who cannot fund, a contract nobody finished, a handover that was never defined, a payment arranged on trust. That is why every deal on our platform runs through the same six stages (Kickoff, LOI, Due Diligence, APA, Escrow, Closing), with standardized contracts signed in-platform and funds held by Escrow.com. Our target close time is under 14 days, and it is a target, not a promise: a slow due diligence response or an unresolved code question will stretch any deal.

The honest limit: we only handle AI SaaS businesses. If you run a restaurant or a landscaping company, a local business broker is the better fit, and the general steps above still apply.

— Phillip

How AIExchange.club handles a no-broker sale

Here is how the sale runs on our side:

1. List for free. You describe the business and its numbers on the listing page. Categories include automation, chatbots, content creation, customer support, data and analytics, developer tools, marketing tools and productivity. Listings can be kept confidential behind an NDA.
2. Get a valuation. Use the free valuation quiz to see a range before you set a price.
3. Receive offers or run an auction. Buyers can submit offers or join live auctions. Our guide to marketplace auctions explains when each suits you.
4. Close through the pipeline. Once you accept an offer, the deal moves from Kickoff Call to LOI, Due Diligence, APA, Escrow and Closing. Contracts are generated and signed in-platform, and the money sits in escrow until delivery.
5. Pay 10% only on closing. Nothing is owed if no deal closes.

Buyers can browse the marketplace of vetted AI SaaS businesses. Full marketplace access is available through an optional membership at $49 per month or $399 per year. Details are on the pricing page. If you want a person involved, we also offer Boutique AI M&A Advisory for sellers who want more hands-on help. No price is published for it, so ask us for terms.

For a broader view of costs and what you keep after fees, read How to Sell a SaaS Business: What It Costs and Nets.

Mistakes that sink DIY sales

• Sharing financials too early. Without an NDA and some proof of funds, you may be briefing a competitor.
• Pricing off a headline multiple. Multiples differ by growth, churn, margin and owner dependence. Use a documented method.
• Hiding problems. Unreported churn, API cost spikes or a dependence on a single model provider come out in due diligence. They cost you more if the buyer finds them than if you disclose them.
• Skipping the lawyer to save a few hundred dollars. An agreement that leaves out IP assignment or transition duties can cost far more later.
• Transferring assets before funds are secured. Use escrow every time.
• Ignoring the allocation of price. It drives your tax outcome, as covered above.

Sources

• Sale of a business, Internal Revenue Service
• Form 8594, Internal Revenue Service
• U.S. Small Business Administration

Recommended

• How to Sell a SaaS Business: What It Costs and Nets
• Marketplace auctions: How to buy and sell AI SaaS
• How to Prepare a Business for Sale: 12-Month Checklist
• How to Finance a SaaS Acquisition: Real Numbers