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BROKER QUESTIONS

Questions to ask a business broker before buying a business.

Use this guide to prepare for broker conversations, investigate the assumptions behind a listing, and keep important financial, operational, financing, and transaction questions from getting lost.

The best broker questions clarify what is being sold, why the owner is selling, how the reported earnings were calculated, what work the owner performs, which customers and employees matter most, what assets and liabilities are included, and what must happen before the transaction can close. The buyer should also distinguish broker or seller explanations from information that still needs to be verified through financial records, contracts, diligence, lenders, and professional advisers.

Build my question listStart with the first broker call

Last reviewed: August 2026

Broker roles, disclosure duties, licensing, confidentiality practices, and transaction processes can vary by state, engagement, listing, industry, and deal structure. Confirm important legal, financial, tax, lending, and transaction matters with qualified professionals.

Acquisition Desk

Business Broker Question List

URL: https://acquisitiondesk.ai/resources/questions-to-ask-a-business-broker

Educational information only. Verify material assumptions with qualified legal, tax, financial, lending, and transaction professionals.

Start by understanding the broker's role.

  • Determine whom the broker represents in the transaction.
  • Ask what services the broker is providing.
  • Ask whether the broker is acting under an exclusive listing.
  • Ask how the broker is compensated.
  • Ask what information came directly from the seller.
  • Ask what information, if any, the broker independently reviewed.
  • Ask whether another broker, intermediary, referral source, or buyer representative is involved.
  • Ask how questions and document requests should be submitted.
  • Ask what confidentiality restrictions apply.

A broker can help organize the transaction and communicate with the seller, but the buyer is still responsible for verifying material assumptions.

Questions to ask before signing an NDA

  1. What general type of business is being offered?
  2. What broad geographic area is it located in?
  3. What is the asking price or expected valuation range?
  4. What earnings measure is being presented?
  5. Is the figure SDE, EBITDA, adjusted EBITDA, net income, or another measure?
  6. What broad revenue range is represented?
  7. Is real estate included, leased, or excluded?
  8. Is the transaction expected to be an asset purchase or equity purchase?
  9. Is the seller open to SBA financing?
  1. Is seller financing being considered?
  2. Is the seller requiring proof of funds or a buyer profile before disclosure?
  3. What information will be provided after the NDA?
  4. Does the NDA contain restrictions on contacting employees, customers, vendors, landlords, or competitors?
  5. Does the NDA contain a non-solicitation provision?
  6. Does the NDA restrict using advisers, lenders, or equity partners?
  7. Is the broker using a standard NDA or a seller-specific agreement?
  8. Is there an active offer, exclusivity period, or bid deadline?
  9. What is the expected process after the NDA?

Recommend legal review when the NDA contains unusual restrictions, non-solicitation terms, standstill provisions, broad damages provisions, or other material obligations.

Questions for the first broker call

Opportunity overview

  • What does the company sell?
  • Who are its primary customers?
  • How does the business acquire customers?
  • What differentiates it from competitors?
  • What are the most important products or services?
  • How seasonal is the business?
  • What has changed during the last few years?
  • What would the broker want a serious buyer to understand immediately?

Seller motivation

  • Why is the owner selling?
  • How long has the owner been considering a sale?
  • Is the seller retiring, relocating, pursuing another venture, or responding to a business issue?
  • Has the business been listed before?
  • Has a prior transaction failed?
  • Is the seller willing to explain why prior buyers did not close?
  • What would a successful outcome look like for the seller besides price?

Transaction expectations

  • What is included in the asking price?
  • What is excluded?
  • Is working capital included?
  • Is inventory included?
  • Are vehicles, equipment, intellectual property, licenses, deposits, or real estate included?
  • What financing assumptions were used?
  • Is the seller open to financing part of the purchase?
  • What transition support is expected?
  • What closing timeline does the seller prefer?

The first call should determine whether the opportunity deserves additional time. It does not need to resolve every diligence issue.

A useful answer should lead to evidence.

A confident verbal answer can still require documentation. Use this four-part framework when evaluating information:

Answer

What did the broker or seller say?

Evidence

What document, record, contract, report, or third-party confirmation supports it?

Impact

Could the answer affect valuation, financing, risk, transition, operations, or closing?

Follow-up

What remains unresolved?

Broker answers that deserve immediate follow-up

A red flag does not always mean the opportunity should be rejected. It means the issue should be documented, verified, and incorporated into the buyer's decision and transaction structure.

•

The earnings measure changes during the conversation.

•

The broker cannot explain the starting figure for SDE.

•

Material add-backs cannot be reconciled.

•

The seller's reason for selling changes.

•

Owner hours or responsibilities are described inconsistently.

•

Customer concentration is withheld after appropriate confidentiality protections.

•

Backlog and pipeline are used interchangeably.

•

“Recurring revenue” lacks customer-retention or contract support.

•

Multiple owners' compensation is added back without replacement costs.

•

The buyer is told not to involve a lender, attorney, or CPA.

•

Important records will not be provided even after an accepted LOI.

•

The broker pressures the buyer to waive financial or diligence contingencies.

•

The seller restricts access to ordinary supporting records.

•

Required licenses, permits, assignments, or consents are described vaguely.

•

Recent performance is emphasized while prior periods are minimized.

•

The transaction structure or included assets repeatedly change.

•

The broker cannot explain why a prior buyer withdrew.

•

The asking price is justified only by future buyer improvements.

•

Verbal claims conflict with written materials.

•

The buyer is asked to rely on undocumented cash revenue.

Some questions require the right timing and confidentiality protections.

Do not imply that an NDA alone automatically permits unrestricted access. Buyers should coordinate before seeking:

  • • personally identifying employee data;
  • • detailed customer identities;
  • • direct customer contact;
  • • direct employee contact;
  • • vendor contact;
  • • sensitive pricing lists;
  • • passwords or administrative credentials;
  • • protected health, financial, or regulated data;
  • • detailed trade secrets;
  • • unredacted personal tax information;
  • • source code or sensitive system access.

The buyer can ask whether these materials exist and when controlled access will be available.

Worked conversation example

The goal is not to challenge the broker personally. The goal is to turn a summary claim into testable assumptions.

Broker statement:

"The business produces $500,000 of SDE and the owner works about ten hours per week."

Buyer follow-up sequence:
  1. What reported earnings figure does the $500,000 begin with?
  2. Can you provide the add-back schedule?
  3. Which owner compensation and benefits are included?
  4. What responsibilities does the owner perform during those ten hours?
  5. Who handles sales, pricing, customer relationships, hiring, scheduling, and financial controls?
  6. What duties would require replacement labor if the buyer were not onsite?
  7. Can the claimed owner hours be reconciled with employee roles and operating procedures?
  8. Has a lender reviewed the cash flow and replacement-compensation assumptions?

Acquisition Desk

Keep broker answers connected to the deal.

Acquisition Desk helps buyers keep the listing, financial assumptions, risk review, broker questions, documents, deal updates, and acquisition materials connected to the same opportunity.

  • Compare the opportunity with your Buy Box and model financing.
  • Review debt-service coverage and estimate buyer take-home cash.
  • Update assumptions as new information arrives and identify risks.
  • Prepare a lender-ready acquisition memo.
See the Acquisition Desk workflow

Note: Acquisition Desk does not contact brokers, verify seller claims, or replace your diligence and professional advisers.

Professionals who can help evaluate broker answers

Different advisers evaluate the same statement for different purposes. Build a team of qualified professionals:

  • • acquisition attorney
  • • transaction-experienced CPA
  • • acquisition lender
  • • quality-of-earnings provider
  • • valuation professional
  • • insurance adviser
  • • employment counsel
  • • environmental consultant
  • • technology/cyber specialist
  • • industry specialist
  • • real-estate adviser

Frequently asked questions

Reference sources

Asset acquisitions

Internal Revenue Service: Form 8594 Internal Revenue Service: Instructions for Form 8594

Form 8594 applies only to qualifying asset acquisitions. Buyers should obtain professional tax advice.

Covered business opportunities

Federal Trade Commission: Business Opportunity Rule

The FTC Business Opportunity Rule applies to certain covered business-opportunity arrangements. It is not a universal disclosure rule for every sale of an existing business or every brokered transaction.

Turn broker conversations into a structured deal record.

Keep the listing, financial assumptions, risks, questions, documents, and updates connected as the opportunity moves from screening toward closing.

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