Most owners ask about price before they ask about cost, which is the right instinct. But the fees you pay to sell a company usually decide how much of that price you actually keep. Here is what selling a mid‑market business tends to cost in 2026, and why the numbers land where they do.
The short answer
For a healthy mid‑market company (roughly $10M to $100M in enterprise value), total transaction costs commonly run between 3% and 10% of the sale price. Smaller deals sit at the higher end of that range, larger deals at the lower end. The single biggest line item is almost always the advisory fee.
| Cost | Typical range | Who it pays for |
|---|---|---|
| M&A advisory / success fee | 1% to 8% of deal value | Your broker or investment bank |
| Legal counsel | $75K to $500K+ | Deal attorneys drafting and negotiating |
| Quality of earnings (QoE) | $30K to $150K | Accountants who validate your financials |
| Tax and wealth planning | $15K to $100K | Structuring the deal to reduce your tax bill |
| Retainers and expenses | $5K to $50K | Upfront work before a buyer is found |
Why advisory fees are structured the way they are
Most sell‑side engagements use a success fee, meaning the advisor is paid mainly when the deal closes. That aligns their incentive with yours. The percentage typically slides down as the deal gets bigger, and many advisors add a modified structure that rewards them more when they beat a target price. A small monthly retainer is common too, and it usually credits against the final success fee.
A useful way to think about it: a good advisor should aim to raise your final price by more than their entire fee. If they cannot make that case, the fee is the wrong conversation to be having.
The costs owners forget
Beyond the obvious professional fees, two things quietly affect your net proceeds. The first is deal structure, since an all‑cash sale, an earnout, and a rollover of equity each carry very different tax treatment. The second is preparation, because companies that invest in clean financials and a quality of earnings report before going to market tend to close faster and defend their price better, which more than pays for itself.
What this means for you
Selling well is less about shaving a point off a fee and more about running a process that creates competition and protects your price through diligence. The right question is not only what does it cost, but what does the cost buy. We are happy to walk you through a realistic estimate for your specific situation.