Who you need on your team, and why

The short version

Most owners sell one business in their life. The buyer's lender and advisors do this far more often.
Three people belong on your side: an M&A attorney, an accountant who knows how business sales are taxed and a valuation professional.
A [business broker](/learn/reference#business-broker "A person or firm paid, usually a percentage of the sale price at closing, to value a business, prepare the materials, find and screen buyers and manage the process. What a broker does and does not do is its own piece.") is an optional fourth. Whether to use one is its own decision.
You do not need to hire anyone today. You should know who they are before you sign anything a buyer sends you.

Why a team at all

Selling a business is a legal process, a tax event and a negotiation at the same time. Each part has its own specialist.

Few owners have that team in place. In a national survey by the Exit Planning Institute, only 5 percent of Baby Boomer owners reported having a dedicated exit planning team. More than half of the same group expected to leave their business within five years.

That gap is normal. It is also easy to close.

The M&A attorney

An M&A attorney handles the buying and selling of businesses. You will also hear the term business transaction attorney. It means the same thing.

This is not the lawyer who wrote your lease or your will. A business sale uses documents and terms that general practice rarely sees.

Your M&A attorney reviews the [letter of intent](/learn/reference#letter-of-intent "The offer document. It sets out the price, the structure and the main terms, and starts diligence."), the first written offer that sets the price and main terms. They negotiate the purchase agreement, the final contract. They protect you on the promises you make about the business in that contract, called representations and warranties. They limit what you could owe the buyer after closing if one of those promises turns out wrong, called indemnification. They also review the non-compete and any money held back at closing.

The accountant

The way a sale is structured changes the tax you pay. That makes the accountant a core member of the team, not a finishing step.

One example. When a buyer purchases the assets of a business rather than the company itself, the IRS requires the price to be split across seven classes of assets. Buyer and seller both report that split on IRS Form 8594. Different classes are taxed differently. The split is negotiated, and it moves real money.

The right accountant has worked on business sales before. They can also help put your financial statements in the form buyers expect to read.

The valuation professional

A valuation professional gives you an independent estimate of what the business is worth. The estimate comes from someone with no stake in the sale. Lesson 1.3 covers when that is worth doing.

A broker, if you choose one

A business broker markets the business, finds and screens buyers and manages the process to closing. Step 2, Decide how to sell, covers whether to use one.

Who works for whom

The buyer brings their own attorney, their own accountant and usually a lender. If the buyer borrows through the U.S. Small Business Administration (SBA), the lender will order its own valuation of your business.

All of those people work for the buyer or the lender. Your team works for you. The best teams also talk to each other, so your attorney and your accountant see the same structure at the same time.

Depending on your situation, others may join later. An estate planning attorney is one. The banker who holds any business loans is another.

For each advisor:

"Walk me through the last business sale you worked on. What went wrong, and how did you handle it?" Listen for: a specific story with real detail. Every sale has problems. An advisor who cannot name one may not have seen many.
"What do sellers most often wish they had done sooner?" Listen for: concrete answers like cleaner books or an earlier valuation. It shows whether they think ahead or only react.
"What would you need from me in the first few months, before any buyer is involved?" Listen for: a short, specific list. A vague answer suggests they have no plan for the early work.
"Which parts of this belong to someone else on my team, and who would you want that to be?" Listen for: clear lines between roles, and names or types of advisors they have worked with before. Good advisors know where their work stops.
"Is there any reason you might not be the right fit for this?" Listen for: an honest answer about your size, your industry or their workload. An advisor who admits a limit is one you can trust on the rest.

Figures from Exit Planning Institute, 2025. Benchmarks describe what happened in other sales. They do not predict yours.