Can I use a business broker without paying an upfront fee?
Yes. Some business-sale models do not require an upfront engagement fee. Offsell is one example for qualifying UK businesses: nothing is payable to start the Offsell sale process. Compare what happens later as well as the cost of starting.
Offsell is an off-market, confidential sale service, not a public-listing broker model. We research potential buyers and approach selected acquirers directly. Qualification and an agreed scope come first; £0 upfront does not mean every business is suitable or that a sale is guaranteed.
What does “no upfront fee” actually mean?
It means no upfront engagement fee. It does not automatically rule out recurring charges, expenses or payments at later milestones. These terms are not interchangeable:
- No upfront engagement fee
- No payment to appoint the adviser and begin the agreed sale process. Later stage or completion fees may still apply.
- Monthly retainer
- A recurring charge for agreed work over time. Check its duration, when it stops and whether it is credited against another fee.
- Fixed marketing fee
- A defined charge for marketing or listing work. Check what is delivered and whether the charge applies even if the business does not sell.
- Success fee
- A fee linked to an agreed transaction outcome, often based on deal value. Check the calculation, minimum and exact payment trigger rather than assuming it is only payable at completion.
- Heads of Terms or stage payment
- A payment at an agreed milestone before completion. Check its trigger, credit against the final fee and refund terms.
- No sale no fee
- A description suggesting no fee if a sale does not complete. Check the contract for exceptions, expenses and milestone payments. It is not an accurate description of Offsell's standard model.
Why do some business brokers charge upfront?
An upfront charge can fund preparation work before any transaction is agreed: valuation, sale materials, marketing or listing, buyer research and outreach. A retainer can also pay for ongoing adviser time and make the economics of a lengthy engagement workable.
Those are legitimate commercial considerations, not grounds to assume an adviser is unsuitable. Ask what work the fee buys, when it will be delivered, and what remains payable if no sale completes. Assess the service and total fee structure together.
How Offsell’s standard fee structure works
- Our standard service starts with £0 upfront: nothing to pay to start the Offsell sale process; no upfront engagement fee or monthly retainer.
- Progressive success fee: 5% on the first £2.5m; 4% on the next £2.5m; 3% above £5m. Each rate only applies to that part of the deal value.
- Minimum fee: £15,000 + VAT.
- At signed Heads of Terms, 20% of the anticipated success fee is payable and credited in full against the completion fee.
- One Heads of Terms payment during a continuous genuine sale process. If a deal falls through and the same mandate continues with a later buyer, no second Heads of Terms payment is charged; the agreed Terms of Business set out the exact position.
The bands apply to Total Deal Value, as defined in your written engagement, not simply turnover or the initial cash payment. Check how deferred, contingent and non-cash consideration and relevant liability arrangements are treated. Legal, tax and other third-party adviser costs sit outside the Offsell fee.
See the Offsell Fees page for full fee details. Your agreed Terms of Business govern the engagement.
No upfront fee vs no sale no fee
Offsell is £0 upfront, but should not be described as “no sale no fee”, “success fee only” or “completion fee only”. A Heads of Terms payment may become payable before completion. It is credited in full against the final fee if the sale completes.
When comparing advisers, look beyond the headline. Compare the total fee structure, payment dates, refundability, exclusivity, protected buyers and service scope. A lower starting cost is only one part of choosing the right process.
What should I ask before appointing a business broker?
Ask for written answers and read them alongside the engagement terms. This checklist covers the main commercial points:
- What do I pay before there is buyer interest?
- Are there setup, marketing or valuation fees, and what do they cover?
- Is there a retainer, how long does it run and when does it stop?
- When does the success fee become payable?
- Is there a Heads of Terms or other milestone payment?
- Is that payment credited in full against the completion fee?
- Is it refundable, and in what circumstances?
- What is the minimum fee, and is VAT additional?
- How is transaction value defined, including deferred, contingent and non-cash consideration?
- What happens to fees and costs if the deal falls through?
- Are there exclusivity, protected-buyer or tail provisions after the engagement ends?
- Will my business be publicly listed, or will buyers be researched and approached directly?
Take advice on anything unclear in the contract, especially termination, transaction-value definitions and obligations to previous advisers.
When £0 upfront may be attractive
A no-upfront-engagement-fee route may appeal if you do not want to risk a substantial sunk fee before buyer interest is tested. That can matter in a retirement-led sale, after an unsuccessful broker engagement, or when you want alignment on saleability and buyer strategy before committing heavily.
It is not automatically the best route for every owner. Saleability, realistic value expectations, the business’s readiness and the scope of support remain important. Offsell considers qualifying established UK businesses rather than promising universal suitability.
When a paid-upfront model may make sense
A specialist preparation project, complex valuation, transaction-readiness exercise or bespoke corporate finance assignment may justify a defined upfront fee for clear deliverables, whether or not a sale follows. A different combination of upfront work and a lower success fee may also make commercial sense where specifically agreed.
Alternative fee arrangements may be agreed in appropriate cases following discussion and confirmed separately in writing before engagement. They are not the default, a public pricing package or a choice you need to make before speaking with Offsell. Read the standard fee structure and alternative-arrangement note.
If you already paid a broker and did not sell
Before paying again, establish why the previous process stopped and what would change this time. Review notice, exclusivity, outstanding fees, protected buyers and tail provisions. Changing the payment model alone does not fix the underlying reason a business did not sell.
Business broker fee questions
Do business brokers charge upfront fees?
Some do; others do not. An adviser may charge an engagement fee, a fixed preparation or marketing fee, a monthly retainer, milestone payments or a combination with a success fee. Ask for the complete written fee structure and scope of work. An upfront charge is not, by itself, evidence of good or poor service.
Can I sell my business without paying an upfront broker fee?
Yes, some sale models do not require an upfront engagement fee. Offsell's standard service for qualifying UK businesses has nothing to pay to start the confidential sale process. A payment becomes due at signed Heads of Terms and is credited in full against the completion fee. Not every business qualifies.
What is a business broker success fee?
A success fee is a transaction-related charge calculated on the basis set out in the engagement. Offsell's standard success fee is progressive: 5% on the first £2.5m; 4% on the next £2.5m; 3% above £5m, with a minimum of £15,000 + VAT. Each rate only applies to that part of the deal value. A credited Heads of Terms payment becomes due before completion, with the remaining balance payable at completion.
What is a business broker retainer?
A retainer is a charge for agreed adviser work, which may be paid at the outset or regularly during an engagement. It may fund preparation, research or ongoing transaction support. Check the deliverables, duration, cancellation terms and whether it is credited against the success fee. Offsell's standard structure has no upfront engagement fee or monthly retainer.
What is a Heads of Terms payment?
It is an adviser fee payable at the signed Heads of Terms milestone, before the sale completes. For Offsell, 20% of the anticipated success fee becomes payable and is credited in full against the completion fee. Only one such payment applies during a continuous genuine sale process under the same mandate, subject to the agreed Terms of Business. It is not a buyer deposit.
Is £0 upfront the same as no sale no fee?
No. £0 upfront means no upfront engagement fee, not that nothing can become payable before completion. Offsell should not be described as no sale no fee, success fee only or completion fee only: its standard structure includes a payment at signed Heads of Terms, credited in full against the final fee.
What should I compare when choosing a business broker?
Compare the entire engagement: service scope, buyer research versus public listing, fees before buyer interest, retainers, payment triggers, milestone credits, refundability, minimum fees, VAT and the definition of transaction value. Also check exclusivity, termination, protected buyers, tail provisions and what remains payable if a deal falls through. Obtain written answers before signing.
What happens if I already paid another broker and the business did not sell?
First establish why the sale failed and what your previous agreement still requires. Check notice, exclusivity, unpaid fees, tail provisions and protected buyers before appointing another adviser. A different fee structure alone will not fix an unrealistic valuation, weak buyer coverage or a transaction problem. Offsell can consider a fresh confidential sale process for qualifying businesses, but cannot promise every business will sell.