Agent to Sell My Business: Broker vs M&A Advisor vs Investment Bank

Choosing the right agent to sell my business is the single decision that decides whether you walk away with 4x or 8x EBITDA, and most owners pick the wrong category because nobody tells them the categories exist. There are three: business brokers for deals under $2M, M&A advisors for $2M to $50M, and investment banks for $50M and up. Pick the wrong tier and you either pay too much in commission for a process you did not need, or you hire someone who has never seen a private equity buyer and walks into the auction blind.

This guide breaks down the real differences in fee structure, process, buyer rolodex, and outcome, drawing on data from the BizBuySell Insight Report, the International Business Brokers Association (IBBA), and M&A Source. We name names, show fee math, and tell you which questions actually filter the pros from the listing-agents.

Agent to Sell My Business: The Three Agent Categories

The market for sell-side representation is not one market. It is three markets stacked on top of each other, separated by deal size, buyer pool, and process sophistication. When an owner starts searching for sell-side representation, they usually do not know which tier they belong in, and that confusion costs them money.

According to the BizBuySell 2025 Year-End Insight Report, the median small business sale price on the platform was $350,000 in 2025, with median cash flow at $158,950 and median revenue at $703,000. That is solidly business-broker territory. But owners with $10M, $30M, or $100M in revenue routinely end up calling a Main Street broker because the broker advertises aggressively and the M&A advisor does not. The result is a process mismatch that loses sellers 20-40% of their potential proceeds.

The three tiers, in plain language:

• Business broker. Main Street and small business. Listings on BizBuySell and BizQuest. Buyer is typically an individual using an SBA 7(a) loan. Deal size under $2M enterprise value.
• M&A advisor. Lower middle market. Confidential controlled process. Buyer is typically a private equity platform, a search fund, or a strategic acquirer. Deal size $2M to $50M.
• Investment bank. Middle market and above. Full sell-side auction with management presentations, data rooms, and stapled financing. Buyer is institutional. Deal size $50M and up.

Below we walk each category in detail, then the fee structures, then the questions that separate competent agents from listing-agents who collect retainers.

Category 1: Business Broker (For Sub-$2M Deals)

Business brokers handle what the industry calls “Main Street” deals (businesses with under $2M in enterprise value), often under $1M, and frequently sold to a first-time individual buyer using SBA financing. According to Sunbelt Business Brokers, the world’s largest brokerage network, the firm coordinates roughly 4,000 Main Street and middle market transactions per year through its 250 licensed offices and 1,400 brokers.

The dominant business broker franchises in the U.S. include Sunbelt Business Brokers, Transworld Business Advisors, First Choice Business Brokers, and Murphy Business & Financial. A 2024 industry research report sized the U.S. business broker market at $1.8 billion.

What a business broker actually does for a Main Street sale:

• Prepares a Confidential Business Review (CBR), a short marketing package typically 10-20 pages
• Lists the business on BizBuySell, BizQuest, and the broker’s own MLS
• Pre-qualifies individual buyers, often verifying SBA loan eligibility
• Coordinates the LOI, due diligence, and closing with a transactional attorney

Credentialing matters here. The Certified Business Intermediary (CBI) designation, awarded by IBBA, requires 68 credit hours of coursework, lead broker status on at least three business transactions, and attendance at an IBBA conference. CBI is the most recognized business brokerage credential in North America.

State licensing is a separate question. About 17 states require a real estate license or a specific business broker license to broker the sale of a business. IBBA’s licensing reference tracks the requirements by state. Always verify your candidate is licensed where the business operates.

Business brokers are the right answer when: the deal is under $2M, the buyer pool is individual rather than institutional, the seller wants a fast listing-driven process, and the business is “owner-replaceable” enough to interest a search-fund or first-time entrepreneur. They are the wrong answer above $5M, where institutional buyers expect a managed competitive process and a CBR that reads like a Confidential Information Memorandum (CIM).

Category 2: M&A Advisor (For $2M-$50M Deals)

The M&A advisor occupies the middle. The deals are too big and too complex for a Main Street broker, but too small for the bulge bracket or even most regional investment banks. This is where private equity does most of its add-on activity. According to PitchBook U.S. PE Breakdown, add-on acquisitions accounted for roughly 76% of all U.S. PE buyout activity in 2025, and most of those add-ons sit in the $5M-$50M enterprise value range.

The M&A advisor’s job is fundamentally different from the broker’s job. Where a broker lists and waits, an M&A advisor runs a controlled, confidential auction. They build a CIM, identify a targeted buyer list of 30-150 financial and strategic acquirers, sign NDAs, manage the staged information release, and create the competitive tension that pushes valuation. The process is the product.

Named M&A advisors active in this segment include Capstone Partners (now a subsidiary of Huntington Bancshares, with 175+ professionals across multiple U.S. offices), Generational Equity / Generational Group (over $9 billion in transactions advised), Cornerstone Business Services, Murphy Business, and CT Acquisitions. Many M&A advisors also operate as boutique investment banks with FINRA-registered broker-dealers for transactions that touch securities (more on that below).

Credentials in this tier shift. The Certified Business Intermediary stays relevant, but the more important designation is the M&A Master Intermediary (M&AMI), granted by M&A Source. M&AMI requires completion of advanced middle market courses and a requisite number of closed transactions over $5,000,000. The Alliance of Merger & Acquisition Advisors (AM&AA) also offers the Certified Merger & Acquisition Advisor (CM&AA) credential through its partnership with the Loyola University Chicago Quinlan School of Business.

FINRA registration is the regulatory line in the sand. If the deal involves the sale of stock (rather than just assets), the agent legally needs to be a registered broker-dealer or qualify for the federal M&A Broker Exemption. That exemption, codified in late 2022 and effective March 29, 2023, allows non-registered M&A brokers to facilitate the sale of eligible privately held companies provided the target has EBITDA under $25 million or gross revenues under $250 million, and provided the broker never handles client funds or securities. See the SEC’s Guide to Broker-Dealer Registration and the FINRA Regulatory Notice 25-06 for details.

An M&A advisor is the right answer when: the deal is $2M-$50M, the buyer pool needs to be institutional (PE, family office, strategic), confidentiality matters more than a fast listing, and the seller wants competitive tension to drive valuation. Owners who hire a Main Street broker for a $15M business usually leave 1.0-2.5x EBITDA on the table by skipping the controlled process.

Category 3: Investment Bank (For $50M+ Deals)

Investment banks run the largest and most institutional sell-side processes. They prepare formal CIMs, build management presentations and rehearse them, run staple financing packages for buyers, manage 100+ buyer outreach lists, and structure deals with PIK notes, rollover equity, earnouts, and tax-driven escrows that brokers and most M&A advisors do not touch.

The middle market investment banks most active in lower-middle-market sell-side mandates ($50M-$500M enterprise value) include Houlihan Lokey, William Blair (which closed over $810 billion in transaction volume from 2020 to 2024), Lincoln International, Raymond James Investment Banking, Stifel, Robert W. Baird, and Piper Sandler. At the high end, the bulge-bracket and elite-boutique tier, Centerview Partners, Evercore, Lazard, Moelis & Company, represents companies in the $500M to multi-billion range.

What you actually get from an investment bank that you do not get from an M&A advisor:

• A 50-80 page CIM with industry research, competitive positioning, and built-out financial model
• Buyer research that draws on a proprietary CRM of PE funds, family offices, and strategics with named partner-level relationships
• Stapled financing, pre-negotiated debt packages buyers can use to bid faster
• Bid analysis, second-round prep, fairness opinions where the board requires one
• Coordination with tax counsel on Section 338(h)(10) elections, F-reorgs, and rollover structures

According to The Middle Market’s list of top investment banks in PE-backed deals, Houlihan Lokey, William Blair, and Lincoln International dominate the league tables for middle-market PE-backed transactions, with each closing hundreds of sell-side mandates per year.

An investment bank is the right answer when: the deal is $50M+, the company has audited financials, the buyer universe is global, the seller has board fiduciary duties, and the auction needs to extract a strategic premium. Below $50M, the same caliber of process is available from a top boutique M&A advisor at a lower retainer.

The Real Differences in Process, Fees, and Outcomes

The three categories do not just differ in deal size. They differ in process design, buyer rolodex, fee structure, and outcome. Here is the side-by-side that nobody in the industry will draw for you because it cuts across competing business models.

The single biggest mistake owners make is using deal-size rules of thumb to pick a category. The right way to think about it is by buyer type. If your most likely buyer is an individual with an SBA loan, you want a broker. If your most likely buyer is a PE fund, family office, or strategic acquirer, you want an M&A advisor or investment bank, regardless of whether your EBITDA is $1M or $20M.

Business Broker Fee Structures

Business brokers charge a flat commission, almost always between 10% and 12% of the total sale price. The fee is paid by the seller at closing. There is rarely a retainer for Main Street deals, though some brokers charge a small upfront marketing fee ($500-$2,500) to cover listing costs and the CBR write-up.

According to Morgan & Westfield’s fee guide, the typical Main Street broker commission breakdown looks like:

• Under $1M sale price: 10-12% commission, often with a minimum fee of $15,000-$25,000
• $1M-$2M sale price: 10% commission, sometimes negotiable down to 8%
• $2M-$5M sale price: Broker fee structures start to shift toward Lehman variants (see below)

The minimum fee is the trap. A broker who lists a $200,000 deli at 10% would only earn $20,000, which does not cover six months of marketing and buyer screening. Almost all Main Street brokerage agreements include a minimum fee, often $15,000-$25,000, that kicks in regardless of sale price. Read the contract.

Co-brokering, where a buyer’s broker brings the deal and shares commission with the seller’s broker, is common on Main Street. The standard split is 50/50, paid out of the seller’s commission. The seller usually does not pay more for co-brokered deals; the listing broker just earns less.

M&A Advisor Fee Structures (Modified Lehman, Double Lehman)

M&A advisors charge a hybrid: a monthly retainer ($5,000-$25,000) plus a success fee at closing calculated on a tiered Lehman scale. The retainer is usually credited against the success fee at closing, so it is effectively a deposit, not a separate charge.

The Lehman Scale was designed in 1969 by the original Lehman Brothers to price capital-raising mandates. The structure is tiered: the percentage decreases as the sale price increases, so the advisor earns the most on the first few million and progressively less on each marginal dollar above. Today the scale comes in four standard variants, each suited to a different deal size band.

The Double Lehman, sometimes called the Doubled Lehman or Lehman 2x, is the most common structure for lower-middle-market deals. On a $5M sale, the Double Lehman fee would be: $100K (10% of first $1M) + $80K (second) + $60K (third) + $40K (fourth) + $20K (2% on the fifth) = $300K, or 6.0% blended. MidStreet’s calculator confirms this math.

The Modified Lehman is more common in the $10M-$25M range. On a $15M sale, the Modified Lehman fee would be: $50K + $40K + $30K + $30K + $220K (2% of remaining $11M) = $370K, or 2.5% blended. As deal size grows, the blended rate compresses fast.

The “Reverse Lehman” inverts the structure: low percentages on the first tiers and rising percentages on incremental value. It rewards the advisor for extracting a premium above a stated baseline valuation and is used by some boutique advisors to align incentives with the seller. See Auxo Capital’s M&A Advisor Fees guide for fuller examples.

Investment Bank Fee Structures (Retainer + Success Fee)

Investment banks structure fees in three components: an engagement retainer, a monthly work fee, and a success fee at closing, with a minimum fee floor that protects the bank if the deal closes small.

• Engagement retainer: $50,000-$250,000 upfront, paid at signing. Sometimes credited against the success fee, sometimes not. Non-refundable.
• Monthly work fee: $25,000-$75,000 per month for the duration of the engagement, typically credited against the success fee.
• Success fee: A Modified Lehman or custom percentage, typically 1.0-2.0% blended on deals $50M-$500M, with a minimum fee of $1.5M-$5M.
• Minimum fee: The floor below which the bank’s success fee cannot fall, regardless of deal price. Common on mandates where the bank is investing real coverage resources.

The minimum fee is the lever banks use to align incentives. If the bank is hired at an enterprise value expectation of $80M and the deal closes at $40M, the minimum fee floor protects the bank’s economics. If you negotiate too aggressively against the minimum, the bank may decline the mandate or under-resource it.

According to league table data on PE-backed deals, the top middle market investment banks close hundreds of sell-side mandates per year at average blended fees of 1.5-2.5% on $50M-$500M enterprise value deals. That percentage covers a team of 5-10 bankers, $200K+ of out-of-pocket marketing costs, and 6-9 months of dedicated coverage.

The Five Questions to Ask Every Agent Candidate

Most owners interview agents poorly. They ask about commission rates and listing pictures, which tells them nothing. Here are the five questions that actually separate the pros from the listing-agents.

1. “Show me your last five closed transactions in my size range and industry.” Not a list of clients. Closed deals with size, structure (asset vs. stock, earnout vs. cash), and timeline. A real M&A advisor or banker will share a redacted tombstone deck on the first call. If they hedge or talk about “ongoing engagements,” they have not actually closed many in your category.

2. “Walk me through your target buyer list for a deal like mine, by name.” A broker will say “we’ll list it on BizBuySell.” An M&A advisor will name 30-150 specific PE funds, family offices, and strategics, and explain why each one would care about your business. If they cannot name five buyer-target prospects on the first call, they do not have the rolodex.

3. “What credentials do you and your team carry?” CBI for Main Street, M&AMI or CM&AA for lower-middle, FINRA Series 79 and Series 63 for anything involving stock sales. FINRA Series 79 is the Investment Banking Representative exam, which is table stakes for any banker. State business broker licenses where required.

4. “What is your engagement letter tail period, and is it limited to introduced buyers?” This is the question that costs sellers seven figures. A 24-month unlimited tail means if you fire the broker and sell to anyone within two years, you owe them the full fee. A 12-month tail limited to introduced buyers is fair. We cover this in detail in the tail period section below.

5. “Will you sign a written best-and-final auction protocol?” This question filters listing-agents from auction-runners. A real M&A process commits in writing to staged information releases, named bid dates, second-round rules, and final-bid protocols. A listing-agent will say “we’ll see what happens.” See how investment bankers run a sell-side auction for the auction protocol structure.

When Each Agent Type Beats the Others

The category-fit chart looks like this:

If your business does not slot cleanly into one of these rows, you probably need to interview at least one candidate from two adjacent tiers and compare process plans. A boutique M&A advisor pitching a $30M deal as “we’ll get you Houlihan-quality coverage at half the retainer” can be the right answer, or it can be a way to lose 1-2 turns of multiple. Verify the closed-deal list first.

Red Flags Across All Three Categories

Some warning signs cut across the three agent categories. If your candidate exhibits any of these, walk.

• The instant-valuation gambit. Any agent who quotes a sale price on the first call without seeing tax returns, an adjusted EBITDA bridge, and a customer concentration breakdown is fishing for a listing. Real valuation takes 2-4 weeks of analysis and a working capital review.
• “Sign with us now to lock in the market.” Pressure to sign immediately is a sales technique, not a fiduciary recommendation. A real agent will give you time to interview competitors. If they push hard for a same-day signature, they are protecting their pipeline, not your outcome.
• Upfront packaging or “preparation” fees over $10K with no work product gate. Some Main Street brokers and lower-tier “M&A advisors” charge $15K-$50K upfront for a CIM or valuation, then under-deliver on the process. Reputable advisors charge a modest retainer credited against success fees, with milestones tied to deliverables.
• No CBI, no M&AMI, no Series 79, no FINRA registration. If your agent has no industry credential, ask why. Some experienced operators run successful practices without credentials, but they should explain how they got their experience.
• Refusal to share the engagement letter before you sign an NDA. The engagement letter is the contract. It should be shareable for review with your attorney before you commit to anything.
• “Trust me on the buyer list.” Any agent unwilling to commit to a written target buyer list with at least 30 names for an M&A deal is hiding the fact that they do not have the relationships.
• Vague tail period language. If the engagement letter says “the tail period shall extend for a reasonable period” rather than naming months and limiting it to introduced buyers, the agent is preserving optionality at your expense.
• Co-investment or kickback offers from buyers. An agent who hints that a particular buyer will “take care of them” outside the engagement is breaching their fiduciary duty. Run.

The IBBA Code of Ethics and the M&A Source Code of Ethics codify many of these standards. Both are worth reading before signing anything.

The Engagement Letter: What You Sign and Negotiate

The engagement letter is the contract between you and the agent. Every term matters, and most owners sign whatever they get without negotiation. Here are the clauses that move the most money.

Scope of services. Define what the agent will do (CIM, buyer outreach, NDA management, due diligence coordination) and what they will not (legal, tax, accounting). A vague scope lets the agent claim work that does not exist.

Exclusivity. Almost all engagement letters are exclusive, meaning you cannot hire another agent during the engagement. Exclusivity is fine if the rest of the contract is fair. Push back if the exclusivity period is over 12 months for a Main Street deal or over 18 months for an M&A engagement.

Definition of “Transaction” and “Sale Price.” The success fee is calculated on the Sale Price. Read the definition carefully. Does it include earnouts? Rollover equity? Assumed debt? Retained working capital? A loose definition lets the agent claim a fee on dollars you never receive. See Weil’s Negotiating Investment Banking Engagement Letters memo for the standard market positions.

Success fee structure. Lehman variant, percentage tiers, minimum fee, retainer credit, monthly work fee. Make sure the math in the engagement letter ties to the verbal pitch. Brokers will sometimes quote a “blended rate” verbally but write a Double Lehman in the letter, which is much higher on small deals.

Expense reimbursement. Caps on out-of-pocket marketing, travel, and printing costs. A reasonable cap is $25K-$75K depending on deal size. Watch for “extraordinary expenses” exemptions.

Tail period. Covered in the next section. This is the single most important clause to negotiate.

Indemnification. The agent will ask for broad indemnification from you. Push back to limit indemnification to claims arising from your own misstatements or breaches, not from the agent’s negligence.

Termination. Most engagement letters allow termination for cause with 30 days written notice or termination without cause at the end of the exclusivity period. Negotiate a without-cause termination right at 6 months for M&A engagements.

Governing law and dispute resolution. Pick a neutral forum or your home state. Avoid binding arbitration clauses with a venue in the agent’s hometown.

Tail Period: The Provision That Locks You In After Termination

The tail period is the provision that, after termination of the engagement letter, gives the agent the right to collect a success fee if you close a deal with a buyer within a stated window. It is the single most negotiated and most-misunderstood clause in agent contracts.

According to Venable’s primer on engagement letters with investment bankers, tail periods typically range from 6 months to 36 months, with 24 months being the most common starting position for investment banks. Brokers often ask for 12-24 months. Owners who do not negotiate end up paying a full success fee to a fired broker because they closed a deal three weeks after termination with a buyer they sourced themselves.

The four levers you have on tail clauses:

Length. Push to 9-12 months for M&A engagements, 6 months for brokers. The agent will start at 24 months; meet in the middle at 12-18 months for serious mandates.

Introduced buyers only. The single most important negotiation. The tail should apply only to buyers introduced by the agent during the engagement, named on a written list delivered at termination. Without this limit, a fired agent can claim a fee on a buyer you found at a trade show.

Substantive contact requirement. Some agents try to claim “introduction” credit for sending one cold NDA to a buyer who never engaged. Negotiate language requiring “substantive contact” (at least a signed NDA, an executed term sheet discussion, or a management meeting) to put a buyer on the protected list.

Close-during-tail trigger. The agent should earn the fee only if a deal closes during the tail period, not if a Letter of Intent is signed during the tail and the deal closes later. A signed LOI with a 6-month diligence window can extend the agent’s economics by a year if you are not careful.

For a fuller treatment of the engagement letter clauses, see our vetting guide for finding a broker to sell my business and how to choose an investment bank for selling a business.

How CT Acquisitions Compares to Other Agent Categories

CT Acquisitions sits in the lower-middle market M&A advisor tier, with a particular focus on owner-operated platforms in the $3M-$30M enterprise value range across home services, healthcare services, professional services, and specialty industrial verticals. Our process is built around three commitments that we put in writing in every engagement letter.

Named buyer list before you sign. We do not sign engagement letters before we share a written target list of 30-80 buyers (PE funds, family offices, strategics) with named partner-level relationships in your vertical. If we cannot show you the buyer rolodex on the first call, we are not the right agent for your business.

Modified Lehman with no minimum fee surprises. Our standard structure is a Modified Lehman success fee with a transparent monthly work fee that is fully credited against the success fee at closing. We disclose the minimum fee floor in the engagement letter rather than burying it in the definitions section.

12-month tail, introduced buyers only, substantive contact required. Our tail provision is 12 months, limited to buyers named on a written list delivered at termination, and triggered only by deal closure during the tail (not by a signed LOI). This is the buyer-friendly position and reflects our view that if our process did not produce the buyer, we should not collect the fee.

For a fuller view of how we structure engagements and run sell-side auctions, see our business brokerage services guide, M&A advisory firms how to choose, and boutique investment banks explained.

Sell-Side Agent Selection: Frequently Asked Questions

What kind of agent do I need to sell my business?

It depends on deal size and buyer type. For deals under $2M with individual buyers using SBA loans, hire a business broker. For deals $2M-$50M with private equity, family office, or strategic buyers, hire an M&A advisor. For deals $50M and up, hire a middle market investment bank. The buyer type matters as much as the deal size. A $5M business with a clear strategic acquirer needs M&A advisor representation even though it could technically fit a broker’s listing.

How much does an agent charge to sell my business?

Business brokers charge a flat 10-12% commission with a $15K-$25K minimum fee. M&A advisors charge a monthly retainer ($5K-$25K) plus a Modified or Double Lehman success fee that blends to 4-7% on $5M-$15M deals. Investment banks charge larger retainers, monthly work fees, and a success fee that blends to 1.5-2.5% on $50M-$500M deals, with a minimum fee floor of $1.5M-$5M.

Is a business broker the same as an M&A advisor?

No. Business brokers handle Main Street deals under $2M, typically marketing through public listing platforms like BizBuySell, and selling to individual buyers using SBA financing. M&A advisors handle lower-middle-market deals ($2M-$50M) through confidential controlled auctions targeted at institutional buyers (PE funds, family offices, strategic acquirers). The credentials differ too: CBI for brokers, M&AMI or CM&AA for M&A advisors, FINRA Series 79 for those involving stock sales.

Do business brokers need to be licensed?

About 17 U.S. states require a real estate license or a specific business broker license to broker the sale of a business. IBBA maintains a state-by-state licensing reference. Beyond state licensing, the most respected industry credentials are the Certified Business Intermediary (CBI) from IBBA and the M&A Master Intermediary (M&AMI) from M&A Source. For deals that involve the transfer of stock, FINRA broker-dealer registration is required unless the federal M&A Broker Exemption applies.

What is the M&A Broker Exemption?

The M&A Broker Exemption is a federal exemption from SEC and FINRA broker-dealer registration for agents who facilitate the sale of eligible privately held companies. It was codified in the Consolidated Appropriations Act of 2023 and became effective March 29, 2023. Key eligibility: target EBITDA under $25M or revenue under $250M, buyer must control and actively manage post-close, the broker never handles client funds. State blue sky laws still apply, so the exemption does not fully clear the broker from state-level registration where required.

How long does it take to sell a business with an agent?

Main Street broker deals typically take 6-12 months from listing to close. M&A advisor controlled auctions usually run 6-10 months from kickoff to close, with the most active 90 days happening between buyer outreach and bid receipt. Investment bank auctions run 5-9 months for organized companies with clean financials. Add 30-90 days for distressed processes or complex tax structuring.

What is a Lehman scale fee?

A Lehman scale fee is a tiered success fee structure where the percentage decreases as the sale price increases. Standard Lehman is 5-4-3-2-1 across the first $5M, with 1% on amounts above. Modified Lehman is 5-4-3-3-2, slightly more advisor-friendly above $4M. Double Lehman is 10-8-6-4-2, used for smaller M&A deals where the advisor needs to earn enough to cover process costs. The structure dates back to 1969, designed by the original Lehman Brothers for capital-raising mandates.

What is a tail period in a broker engagement letter?

The tail period is the window after termination of the engagement during which the agent can still collect a success fee if you close a deal with a buyer. Tail periods typically range from 6 to 36 months, with 24 months a common starting position for investment banks. The most important negotiation is limiting the tail to buyers the agent actually introduced during the engagement, named on a written list delivered at termination. Without that limit, a fired agent can claim a fee on any buyer you find within two years.

Can I sell my business without an agent?

Yes, but it works only in narrow circumstances. Owners with an in-hand buyer (key employee, competitor, family member) and a willingness to invest 200-400 hours of personal time can run a sale themselves with a transactional attorney and an accountant. For everything else, the agent’s process (confidentiality, buyer outreach, competitive tension, deal structuring) usually adds more than the fee in net proceeds. For more on this trade-off, see i want to sell my business now what.

How do I find the right agent to sell my business?

Start by identifying your category (broker, M&A advisor, or investment bank) based on deal size and buyer type. Interview at least three candidates in the right category. Ask each for closed-deal references, a named target buyer list, credentials, engagement letter terms, and a written process plan. Verify state licensing and FINRA registration where required. Read the engagement letter end-to-end with your attorney before signing, paying particular attention to the tail period, success fee definition, and termination rights. Pick the agent whose buyer rolodex and process plan best match your business, not the one offering the lowest commission rate.

The right sell-side agent is not the cheapest agent or the agent with the prettiest brochure. It is the agent whose process fits your deal size, whose buyer relationships match your business, and whose engagement letter terms reflect a fair allocation of risk between seller and advisor. Get the category right first, then negotiate the terms.