Sell My Business in Tennessee: 2026 Guide, Without a Broker

If you are thinking “sell my business in Tennessee” in 2026, CT Acquisitions puts the typical close at 60-120 days with an M&A advisor running a confidential process, vs 9-12 months with a traditional broker. No fee to you on buy-side introductions; sell-side mandates are paid on success at closing. Below: who’s buying in Tennessee, and what they pay.

If you’re considering selling a Tennessee business, you have three things to figure out before anything else: what your business is actually worth in today’s market, who the qualified buyers are for a business like yours, and which path to a closing wastes the least of your time and money. This page covers all three for Tennessee sellers, plus the alternative to the traditional broker model.

The short version: well-funded buyers, search funders, family offices, lower-middle-market PE, and strategic acquirers, are looking for Tennessee businesses and they are actively acquiring. CT Acquisitions is the firm that connects them. No fee to you on buy-side introductions; sell-side mandates are paid on success at closing. The first step is finding out what your business is worth, our free valuation tool takes about 90 seconds.

What is the Tennessee business sale landscape?

If you are thinking “I need to sell my business in Tennessee,” you are entering one of the most active deal markets in the Southeast, with Nashville hosting significant PE-backed consolidation across home services, healthcare services, and B2B services. Memphis adds logistics and distribution deal flow given its FedEx hub role. Knoxville and Chattanooga have growing markets in light manufacturing and regional services.

Two facts shape almost every Tennessee exit we look at. The first is scale: the state is home to hundreds of thousands of small companies but only a thin layer of them have the payroll, systems and earnings that institutional money wants to own. The second is the Tennessee Department of Revenue, whose franchise and excise tax, successor liability statutes and account-closing rules decide how much of the price reaches you and how long the buyer holds some of it back. This page works through both, metro by metro and form by form, before getting to how CT Acquisitions runs a sale.

How many Tennessee companies are big enough to attract a buyer?

The SBA Office of Advocacy 2024 Small Business Profile for Tennessee counts 711,431 small businesses, 99.5 percent of all firms in the state, employing 1.1 million people or 41.7 percent of the private workforce. Look one layer down and the picture changes. In the same profile, built on Census Nonemployer Statistics and Statistics of U.S. Businesses for 2021, 609,834 of those firms have no employees at all, 87,586 have between 1 and 19, and only 14,011 have between 20 and 499.

That last group is where private equity platforms, family offices and search funds hunt, and it is roughly 2 percent of the Tennessee total by the Advocacy count. Scarcity cuts in a seller’s favor: when a Tennessee company with a real second layer of management comes to market, there are not many comparable targets competing for the same buyer’s attention.

The industry split in that SBA profile also tells you where Tennessee’s deal flow comes from. Construction accounts for 82,838 small businesses, transportation and warehousing for 65,341, health care and social assistance for 50,772, and manufacturing for 11,568, of which 1,380 employ 20 to 499 people. Turnover is steady too: the Bureau of Labor Statistics Business Employment Dynamics series, quoted by Advocacy, shows 25,773 Tennessee establishments opening and 18,550 closing between March 2022 and March 2023.

Source: SBA Office of Advocacy, 2025 Small Business Profiles for metropolitan areas (Census Nonemployer Statistics and Statistics of U.S. Businesses, 2022).

Nashville, Memphis, Knoxville and Chattanooga do not share one buyer pool

Read the table as four different markets. Greater Nashville added more than 7,000 small employers over the decade in the Advocacy series, a 25 percent jump, while greater Memphis added fewer than 700 on a base of 17,338. A Nashville seller is usually competing with a crowd of fresh, venture-backed and PE-backed companies for buyer attention. A Memphis, Knoxville or Chattanooga seller is often one of very few credible targets in its niche within a three-hour drive, which is why out-of-state platforms and strategics tend to set the price there.

Tighter markets also raise the cost of a leak. In Chattanooga, 44.0 percent of metro jobs sit at small firms by the Advocacy count, and owners in towns that size tell us their suppliers, bankers and competitors all know each other. A sale process there has to be run under NDA from the first call, with buyer names screened before your company name is ever shared.

For metro-level detail, see our Nashville, Memphis, Knoxville and Chattanooga pages.

Middle Tennessee’s healthcare cluster and the investors headquartered beside it

The Nashville Health Care Council reports roughly 900 healthcare companies in Nashville, 17 publicly traded healthcare headquarters, 372,160 local healthcare jobs and a $72.1 billion economic impact on Middle Tennessee. That concentration explains why so much private capital with a healthcare thesis keeps an office in Green Hills or Brentwood. A few that publish their criteria on their own websites:

• Council Capital, 30 Burton Hills Boulevard in Nashville, says it backs healthcare technology and healthcare services companies with enterprise value up to $100M that are growing, EBITDA positive and often bootstrapped and founder-led (councilcapital.com).
• Petra Capital Partners, 3825 Bedford Avenue in Nashville, lists revenue above $10M, EBITDA above $1M and enterprise value of $10M to $75M in healthcare or B2B services, writing $10M to $25M checks in control or non-control structures (petracapital.com).
• Cressey & Company runs a Nashville office at 3803 Bedford Avenue alongside its Chicago headquarters and describes itself as a healthcare investor for more than 40 years (cresseyco.com).
• Pharos Capital Group keeps a Brentwood office at 5511 Virginia Way and says it primarily invests $25M to $50M in healthcare companies for growth, acquisitions, buyouts and recapitalizations (pharosfunds.com).
• SSM Partners, 6070 Poplar Avenue in Memphis, targets profitable software and tech-enabled services companies in B2B and healthcare with $5M to $30M of revenue and 20 percent or faster growth, investing $15M to $30M of equity (ssmpartners.com).

We name these firms because their own sites describe a Tennessee address and published criteria, not because of any arrangement with CT Acquisitions. The useful point for a seller is the pattern: a Tennessee healthcare or tech-enabled services company with clean EBITDA has local, sector-specialist capital within a short drive, and those firms compete with national platforms for the same deals.

What a Tennessee company is worth: indicative ranges by sector

Home health, home care and hospice owners: consolidation in these licensed services is intense nationally, and the change-of-ownership filings, payer contracts and named Tennessee buyers are covered in a separate guide: sell your home health agency in Tennessee.

Commercial waste and roll-off haulers: permit transfers, landfill exposure and fleet structuring decide value in this sector, and our sell your waste hauling business in Tennessee guide walks through them.

Janitorial and building-services contractors: contract length, workers compensation history and customer mix move the number most, as explained in sell your janitorial business in Tennessee.

Security integrators: monitored recurring revenue and license transfer are the two items buyers price first; see sell your security integration business in Tennessee.

The ranges below are CT Acquisitions’ own starting points for Tennessee companies in the $1M to $25M EBITDA band, drawn from the deals our network has priced. They are opening positions, not quotes. Where your company lands inside a band depends on how much revenue repeats without you selling it again, how much of the customer relationship runs through you personally, and whether someone other than you can run the place for a quarter.

To see where your own numbers fall, the CT valuation tool asks six questions and returns a sector-adjusted range in about 90 seconds.

Franchise and excise tax: the Tennessee bill that depends on how the deal is structured

Tennessee does not tax your paycheck or your personal gain. The Department of Revenue says plainly that the state has no individual income tax on wages and no state income tax on earned income, so employers have nothing to withhold (TN Department of Revenue, articles HIT-18 and GEN-34). The old Hall tax on interest and dividends is gone as well, repealed for tax periods beginning on or after January 1, 2021 (TN Department of Revenue, Hall Income Tax page).

The state collects instead at the entity level, through two taxes filed on one return. According to the Department of Revenue’s published rates, the franchise tax is 0.25 percent of Tennessee net worth with a $100 minimum, and the excise tax is 6.5 percent of Tennessee taxable income. Four Department of Revenue rules matter when that entity is sold:

• The excise base starts from your federal return. Article ET-1 says the computation begins with federal net income before loss carryovers and special deductions, so a gain the company books on an asset sale lands in the 6.5 percent base. Qualified net operating losses carry forward for up to 15 years but never back, which can soften that bill if the company has old losses on file.
• A single-member LLC owned by a person still files. Under article F-E-3, an LLC is disregarded for franchise and excise purposes only when its single member is a corporation. An owner who holds an LLC directly cannot assume the federal treatment carries over.
• Multistate sellers apportion by sales alone. The Tennessee Works Tax Act moved standard apportionment to a single sales factor for tax years ending on or after December 31, 2025 (article F&E Apportionment-9), which changes how much of a gain a company selling into several states reports to Tennessee.
• The last franchise return has its own math. Article FT-2 says the final-year franchise tax uses net worth immediately before the liquidating event, or an average of monthly values if the wind-down takes longer.

Put together, a stock or membership-interest sale by an individual owner generally avoids Tennessee tax on the owner’s gain, while an asset sale runs the gain through the company’s excise return first. That difference belongs in your CPA’s model before you sign a letter of intent, because the buyer will usually prefer the asset structure for its own reasons.

Successor liability: why a Tennessee buyer may hold back part of your price

Tennessee lets unpaid state taxes follow the business. The Department of Revenue explains that a purchaser of a business or its stock of goods must withhold enough of the price to cover the seller’s unpaid taxes unless the seller produces a Department certificate showing no tax is due or a receipt showing it has been paid (TN Department of Revenue, CS-Responsible Parties-3 and -4). A buyer that skips this step becomes liable for those taxes.

• Which taxes travel: sales and use tax under Tenn. Code Ann. 67-6-513, business tax under 67-4-721, and liquor-by-the-drink tax under 57-4-303.
• How far they travel: the Department reads the sales tax statute to reach successors of successors, and the liability is joint and several, so it can collect the full amount from either party.
• The affidavit route: a buyer can instead accept a sworn seller affidavit of taxes due, set aside that amount, and send a copy to the Collection Services Division’s Special Procedures Unit in Nashville by registered or certified mail. The Department then has 15 days to say the figure is wrong.

For a seller the lesson is timing. Ask for the Department’s certificate as soon as a letter of intent is signed, not the week of closing, and clear any open sales or business tax notices first. Otherwise expect a holdback in the purchase agreement sized to whatever the buyer’s diligence team thinks the exposure could be.

After the wire: the Tennessee accounts you still have to close

1. Final sales and use tax return within 15 days of the sale, with all tax paid, and a written notice to your suppliers that your resale certificate is no longer valid (TN Department of Revenue, Close Your Business).
2. Final business tax return within 15 days if you hold a standard business license from a county clerk or city recorder; minimum tax is due even in a year with no income (article BUS-23).
3. Close the accounts in TNTAP, the Department’s online portal, using the Close Account link under Additional Actions (article SUT-11).
4. Final franchise and excise return marked final. Once every liability is cleared, the Department issues a tax clearance certificate, which must be filed with the Tennessee Secretary of State to end the entity (article F-E-15). Miss the final box and the Department keeps expecting returns and can issue estimated assessments.
5. Unemployment experience. The Tennessee Department of Labor and Workforce Development uses form LB-0483 to move the experience rating record to a successor; both sides sign and file it in the quarter of the acquisition or the quarter after.
6. Local property tax. Business personal property tax is handled by the county or city assessor, not the Department of Revenue, so call that office for final instructions (article BUS-23).

Who writes the checks for smaller Tennessee deals

Below roughly $1M of EBITDA, most buyers are individuals or small search funds financing with bank debt. The SBA’s Tennessee District Office in Nashville, 2 International Plaza Drive, serves the whole state and works with the lenders that make SBA-backed acquisition loans (sba.gov). Conventional bank appetite is real as well: the SBA Office of Advocacy reports that banks reporting under the Community Reinvestment Act made $2.2 billion of new loans in 2022 to Tennessee businesses with revenue of $1 million or less. An SBA-financed buyer brings a lender’s diligence checklist, which usually means three years of tax returns that tie to your books and, often, a seller note.

Above that line, the buyer types sort themselves out like this:

Search funds and independent sponsors

One operator, outside equity, and a plan to run the company personally. They suit Tennessee owners with $1M to $5M of EBITDA who will stay six to twelve months to hand over relationships, and some offer rollover equity so you share in the next chapter.

Family offices

Patient money with no fund clock. They favor steady cash flow and a management team already in place, and they are usually the most flexible on earnouts, seller notes and how long you stay.

Lower middle-market private equity

The deepest pool for $3M to $25M EBITDA. A fund either buys you as a platform to bolt others onto, or adds you to a platform it already owns. Healthcare and tech-enabled services companies in Tennessee meet the local specialists listed above as well as national funds.

Strategic acquirers

Competitors and adjacent operators who can cut duplicate cost or cross-sell, which lets them pay more. Many will not join a broadcast auction because they do not want rivals to learn of their interest, so they are reached through direct, confidential introductions.

Not sure which group fits your company? Book 15 minutes with us or run the valuation tool first.

Where Tennessee buyer demand is concentrated by vertical

Our busiest Tennessee mandates sit in recurring and tech-enabled services, and each has its own state guide: managed IT services (MSP), commercial HVAC, insurance agencies, CPA and accounting firms, wealth management and RIAs, veterinary practices, fire and life-safety protection, pool service, and paving and asphalt. National consolidators in these fields buy across state lines, so a Tennessee target rarely depends on local demand alone. Each guide names the buyers, the ranges and the licensing steps for that trade.

• HVAC & Cooling, shops whose maintenance agreements renew every spring command the strongest offers
• Pest Control, termite and mosquito programs sold on annual contracts are what consolidators pay for
• Plumbing & Electrical, service-heavy shops with maintenance plans price better than new-construction subs
• Roofing, commercial reroof and repair books attract more buyers than storm-driven residential volume
• Landscaping & Pool Services, commercial maintenance routes around Nashville’s growing suburbs draw strategic interest

Selling a Tennessee company outside those sectors

Plenty of our Tennessee conversations start with a business that is not a home or trade service. These are the broader categories where we hold active buyer mandates:

Mandates rotate every quarter, so a missing category is not a no. Tell us what you run and we will say within one business day whether qualified buyers are looking for it.

Tennessee business brokers or an advisor-run sale?

Most Tennessee owners hear from a business broker first. Main Street brokers in Nashville or Knoxville tend to list smaller companies publicly, work on commission and sell to whoever answers the listing. That model fits a restaurant or a one-location retailer. It fits less well when your best buyer is a healthcare fund in Green Hills or a national consolidator that will only look at a company introduced to it privately.

Before you sign anything, read the exclusivity term, the tail period after the engagement ends and what you owe if no deal closes. Our national business broker alternative guide covers the questions to ask, and the Tennessee business broker landscape page covers local firms and their terms.

How a CT Acquisitions mandate runs for a Tennessee owner

CT Acquisitions is an M&A advisory firm for founder-owned businesses, working sell side, buy side and exit planning. No fee to you on buy-side introductions; sell-side mandates are paid on success at closing. Here is the sequence on a sell-side engagement:

What stays constant on every CT engagement

Which Tennessee metros do you cover?

Each metro page covers the local buyer mix and the companies that trade there:

• Chattanooga
• Knoxville
• Memphis
• Nashville

Which metros near Tennessee do you cover?

Owners with operations across the state line can start with these neighboring guides:

• Kentucky
• Virginia
• North Carolina
• Georgia
• Alabama
• Mississippi

About the Author

Christoph Totter is the founder of CT Acquisitions, an M&A advisory firm working both sides of the table, headquartered in Sheridan, Wyoming. We work directly with 500+ buyers, search funders, family offices, lower middle-market PE, and strategic consolidators, including direct mandates with the largest consolidators that other intermediaries cannot access. No fee to you on buy-side introductions; sell-side mandates are paid on success at closing. Connect on LinkedIn · Get in touch

Tennessee guides by industry

Running a company in one of the trades below? Each state guide names the private equity platforms buying in Tennessee, the price ranges we see for that trade and the licenses or permits a buyer has to take over:

• Sell Your MSP / Managed IT Business in Tennessee
• Sell Your Commercial HVAC Business in Tennessee
• Sell Your Insurance Agency in Tennessee
• Sell Your CPA / Accounting Firm in Tennessee
• Sell Your RIA / Wealth Management Firm in Tennessee
• Sell Your Veterinary Practice in Tennessee
• Sell Your Fire Protection Business in Tennessee
• Sell Your Pool Service Business in Tennessee
• Sell Your Paving Business in Tennessee
• Sell Your Pest Control Business in Tennessee
• Sell Your Plumbing Business in Tennessee
• Sell Your Residential HVAC Business in Tennessee
• Sell Your Roofing Business in Tennessee
• Sell Your Electrical Contracting Business in Tennessee
• Sell Your Landscaping Business in Tennessee
• Sell Your Septic Business in Tennessee
• Sell Your Tree Service Business in Tennessee

Frequently asked questions about selling a Tennessee business

How much is my Tennessee business worth?

Most Tennessee businesses sell for 4.0x to 8.0x adjusted EBITDA depending on sector, size, recurring revenue percentage, and owner dependency. Home services and B2B businesses typically land between 4.5x and 7.5x; healthcare services and high-recurring SaaS-adjacent businesses can clear 8x to 10x. Our free valuation tool takes about 90 seconds and applies all the standard adjustments to give you a personalized range.

What’s the typical timeline to sell a Tennessee business?

With a traditional broker, expect 9 to 12 months quoted, 12 to 24 months in practice. An advisor-led process usually moves faster because we introduce founders to capital partners who have already pre-qualified the type of business they want to acquire.

Do I need a business broker to sell my Tennessee business?

No. Many founders sell businesses without a broker by working directly with a transactional M&A attorney for documentation, a CPA for tax structuring, and a small set of qualified strategic acquirers they identify themselves or are introduced to. The work brokers actually do, connecting buyers, organizing diligence, negotiating, is learnable for an experienced operator. The key is access to qualified buyers, which is what CT Acquisitions provides. No fee to you on buy-side introductions; sell-side mandates are paid on success at closing.

Will my Tennessee employees and customers find out if I work with CT Acquisitions?

No. Confidentiality is built into our model. Every buyer signs an NDA before learning your name, and we run a competitive, confidential process with the right buyers only. There’s no buyer-pool email blast and no listing on broker networks. Particularly important for tighter Tennessee markets where word travels fast.

What does it cost a Tennessee seller to work with CT Acquisitions?

How we are paid depends on the mandate. When a buyer from our network approaches you through a buy-side search, you pay no fee. When you hire us to run a sell-side process, we are paid on success, at closing. You will know the terms in writing before any work starts.

What if my Tennessee business is below your typical size range?

Our network is most active for businesses with $1M to $25M of EBITDA, which translates roughly to $3M to $100M+ in revenue depending on margins. If your business is smaller, we may still have qualified search-fund or family-office buyers for it, but the alternative is also good: many smaller Tennessee businesses do well selling directly to a key employee or competitor with a transactional attorney handling the paperwork. Start a 15-minute conversation and we’ll tell you honestly which path fits your situation best.

Does Tennessee tax the sale of a business?

Not at the individual level, because Tennessee has no personal income tax. The state does tax entities. LLCs, S corporations and C corporations pay franchise and excise tax, and the excise tax of 6.5% on net earnings, per the Tennessee Department of Revenue, applies to gain when the company sells its assets. Federal capital gains tax applies either way.

What paperwork do I need to sell a business in Tennessee?

Expect to provide three years of tax returns and financial statements, entity documents from the Tennessee Secretary of State, leases, customer and vendor contracts, licenses and permits, an employee list and any open legal or tax matters. At closing you sign a purchase agreement, bill of sale or assignment documents, and file final business tax and sales tax returns.

Related research

• Free Business Valuation Tool, what your business is worth in 90 seconds
• The Full Business Broker Alternative Guide (national)
• Tennessee Business Brokers and Alternatives
• What’s My Business Worth? Founder’s Valuation Guide
• Who Buys These Companies? Buyer Types Explained
• How to Sell to Private Equity, A Founder’s Walkthrough
• Owner’s Pre-Exit Checklist, 90 Days Before You List
• The Complete Guide to Selling Your Business in 2026
• CT Commentary, Founder & M&A Insights