Acquisition DeskQuestions 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.
Before building a question list, use the listing evaluation guide to identify which claims and gaps deserve the most attention.
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
- What general type of business is being offered?
- What broad geographic area is it located in?
- What is the asking price or expected valuation range?
- What earnings measure is being presented?
- Is the figure SDE, EBITDA, adjusted EBITDA, net income, or another measure?
- What broad revenue range is represented?
- Is real estate included, leased, or excluded?
- Is the transaction expected to be an asset purchase or equity purchase?
- Is the seller open to SBA financing?
- Is seller financing being considered?
- Is the seller requiring proof of funds or a buyer profile before disclosure?
- What information will be provided after the NDA?
- Does the NDA contain restrictions on contacting employees, customers, vendors, landlords, or competitors?
- Does the NDA contain a non-solicitation provision?
- Does the NDA restrict using advisers, lenders, or equity partners?
- Is the broker using a standard NDA or a seller-specific agreement?
- Is there an active offer, exclusivity period, or bid deadline?
- 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.
Build your broker question list
No account is required. Select the questions most relevant to the current stage of your deal. Your selections and statuses remain in this browser and are not sent to Acquisition Desk.
The broker's role
0 selectedWhom do you represent in this transaction?
First broker callWhat services are you providing?
First broker callAre you acting under an exclusive listing?
First broker callHow are you compensated?
First broker callWhat information came directly from the seller?
During diligenceWhat information, if any, have you independently reviewed?
During diligenceIs another broker, intermediary, referral source, or buyer representative involved?
Before NDAHow should questions and document requests be submitted?
Before LOIWhat confidentiality restrictions apply?
Before NDABefore signing an NDA
0 selectedWhat general type of business is being offered?
Before NDAWhat broad geographic area is it located in?
Before NDAWhat is the asking price or expected valuation range?
Before NDAWhat earnings measure is being presented?
Before NDAIs the figure SDE, EBITDA, adjusted EBITDA, net income, or another measure?
Before NDAWhat broad revenue range is represented?
Before NDAIs real estate included, leased, or excluded?
Before NDAIs the transaction expected to be an asset purchase or equity purchase?
Before NDAIs the seller open to SBA financing?
Before NDAIs seller financing being considered?
Before NDAIs the seller requiring proof of funds or a buyer profile before disclosure?
Before NDAWhat information will be provided after the NDA?
Before NDADoes the NDA contain restrictions on contacting employees, customers, vendors, landlords, or competitors?
Before NDADoes the NDA contain a non-solicitation provision?
Before NDADoes the NDA restrict using advisers, lenders, or equity partners?
Before NDAIs the broker using a standard NDA or a seller-specific agreement?
Before NDAIs there an active offer, exclusivity period, or bid deadline?
Before NDAWhat is the expected process after the NDA?
Before NDAOpportunity overview
0 selectedWhat does the company sell?
First broker callWho are its primary customers?
First broker callHow does the business acquire customers?
First broker callWhat differentiates it from competitors?
First broker callWhat are the most important products or services?
First broker callHow seasonal is the business?
First broker callWhat has changed during the last few years?
First broker callWhat would the broker want a serious buyer to understand immediately?
First broker callSeller motivation
0 selectedWhy is the owner selling?
First broker callHow long has the owner been considering a sale?
First broker callIs the seller retiring, relocating, pursuing another venture, or responding to a business issue?
First broker callHas the business been listed before?
First broker callHas a prior transaction failed?
First broker callIs the seller willing to explain why prior buyers did not close?
First broker callWhat would a successful outcome look like for the seller besides price?
First broker callTransaction expectations
0 selectedWhat is included in the asking price?
First broker callWhat is excluded?
First broker callIs working capital included?
First broker callIs inventory included?
First broker callAre vehicles, equipment, intellectual property, licenses, deposits, or real estate included?
First broker callWhat financing assumptions were used?
First broker callIs the seller open to financing part of the purchase?
First broker callWhat transition support is expected?
First broker callWhat closing timeline does the seller prefer?
First broker callSeller and transaction structure
0 selectedWho owns the business?
Before LOIAre all owners committed to the sale?
Before LOIAre there minority owners, partners, family members, or investors who must approve?
Before LOIDoes the seller own related entities involved in the business?
Before LOIAre any assets, employees, contracts, expenses, or revenue shared with related entities?
Before LOIIs the business expected to be sold as assets, equity, membership interests, or stock?
Before LOIWhy was that structure selected?
Before LOIAre any liabilities expected to transfer?
Before LOIAre any assets specifically excluded?
Before LOIAre there personal guarantees that must be released?
Before LOIAre there liens or secured loans?
Before LOIAre required third-party consents known?
Before LOIWill landlord, franchisor, licensing authority, lender, customer, or vendor approval be needed?
Before LOIIs there an expected working-capital target?
Before LOIWill inventory be adjusted at closing?
Before LOIIs an earnout, rollover, escrow, or holdback being proposed?
Before LOIIs the seller willing to remain involved after closing?
Before LOIIs the seller willing to sign appropriate transition, confidentiality, or restrictive agreements subject to legal review?
Before LOIWhat conditions are most important to the seller?
Before LOIFinancial performance
0 selectedWhat historical financial statements are available?
After financial packageAre monthly financial statements available?
After financial packageHow many historical periods are available?
After financial packageAre tax returns available?
After financial packageDoes reported revenue reconcile to tax returns?
After financial packageDoes reported revenue reconcile to bank or merchant activity?
After financial packageAre financial statements cash basis, accrual basis, tax basis, or another basis?
After financial packageWho prepares the financial statements?
After financial packageIs an outside bookkeeper, CPA, or accounting firm involved?
After financial packageAre interim results current?
After financial packageHow do current results compare with the same prior-year period?
After financial packageWhat explains major revenue changes?
After financial packageWhat explains major margin changes?
After financial packageAre any locations, products, services, or customers losing money?
After financial packageIs revenue seasonal?
After financial packageAre customer deposits, deferred revenue, memberships, gift cards, prepaid work, or backlog material?
After financial packageWhat accounts-receivable aging is available?
After financial packageWhat accounts-payable aging is available?
After financial packageAre vendors current?
During diligenceIs payroll current?
During diligenceAre sales, payroll, income, and property taxes current?
During diligenceWhat debt exists?
After financial packageWhat capital expenditures have been made?
After financial packageWhat capital expenditures have been deferred?
After financial packageWhat owner expenses run through the business?
After financial packageAre related-party transactions present?
After financial packageAre financial projections available?
After financial packageWho prepared the projections?
After financial packageWhat assumptions support them?
After financial packageSDE and add-backs
0 selectedWhat is the exact starting figure for SDE?
First broker callIs it pre-tax net income?
First broker callWhich financial statement contains that starting figure?
After financial packageCan the add-back schedule be reconciled to the general ledger?
After financial packageCan each amount be reconciled to tax returns, payroll reports, invoices, contracts, or bank records?
After financial packageDoes the schedule include one owner's compensation or multiple owners?
After financial packageWhat work does each owner perform?
First broker callWhich owner responsibilities will continue after closing?
After financial packageWhat replacement compensation may be required?
After financial packageWhich expenses are described as personal?
After financial packageWhich personal expenses are partly operational?
After financial packageWhich expenses are described as one-time?
After financial packageDid similar expenses occur in earlier periods?
After financial packageIs any projected future savings included as an add-back?
After financial packageIs deferred maintenance being presented as discretionary?
After financial packageIs nonrecurring income being subtracted?
After financial packageHas the add-back schedule changed since the listing was published?
After financial packageHas a CPA, valuation professional, or lender reviewed the schedule?
After financial packageDoes lender-adjusted cash flow differ from seller-presented SDE?
Before LOICan the broker explain the difference?
Before LOIOwner involvement
0 selectedHow many hours does the owner actually work?
First broker callWhat does the owner do each day, week, month, and year?
First broker callWhich customer relationships depend on the owner?
Before LOIWhich vendor relationships depend on the owner?
Before LOIDoes the owner perform sales?
Before LOIDoes the owner set pricing?
Before LOIDoes the owner prepare estimates or proposals?
Before LOIDoes the owner handle scheduling?
Before LOIDoes the owner supervise employees?
Before LOIDoes the owner perform technical work?
Before LOIDoes the owner hold a required license?
Before LOIDoes the owner handle bookkeeping, payroll, or collections?
Before LOIWho covers the owner during vacations?
Before LOIWhich responsibilities are undocumented?
During diligenceWhich responsibilities lack a trained backup?
During diligenceWhat will the seller teach the buyer?
Before LOIHow long will the seller provide transition assistance?
Before LOIHow many hours of transition support are included?
Before LOIIs longer consulting support available?
Before LOIWhat duties must be replaced with paid labor if the buyer is not the operator?
Before LOICustomers and vendors
0 selectedWhat percentage of revenue comes from the largest customer?
First broker callWhat percentage comes from the largest five and ten customers?
Before LOIHas concentration increased or decreased?
Before LOIWhich customers were lost recently?
Before LOIWhy were they lost?
Before LOIAre major customers under contract?
Before LOIAre contracts assignable?
Before LOIDo contracts contain change-of-control rights?
Before LOIWhen do major contracts renew?
Before LOICan customers terminate without cause?
Before LOIIs pricing fixed, recurring, project-based, usage-based, or discretionary?
Before LOIAre there customer deposits or prepaid obligations?
During diligenceWhat refund, warranty, service, or performance obligations exist?
During diligenceWhat portion of revenue is recurring, repeat, project-based, or one-time?
Before LOIHow is backlog defined?
Before LOIIs pipeline being presented as backlog?
Before LOIAre customer relationships tied personally to the owner?
Before LOIWhen and how may the buyer verify major relationships?
During diligenceWho controls customer access during diligence?
During diligenceHave material complaints, disputes, credits, refunds, or chargebacks occurred?
During diligenceWhich vendors are critical?
Before LOIWhat percentage of purchases comes from the largest vendors?
Before LOIIs there a sole-source supplier?
Before LOIAre alternatives available?
Before LOIAre pricing arrangements written or informal?
Before LOIAre favorable terms tied personally to the owner?
Before LOIAre vendor contracts assignable?
Before LOIAre there minimum-purchase obligations?
Before LOIAre rebates, credits, or incentives included in earnings?
Before LOIAre vendor balances current?
During diligenceHave prices increased recently?
Before LOIHave lead times changed?
Before LOIAre shortages affecting the business?
Before LOIAre there quality disputes?
During diligenceAre related-party vendors involved?
Before LOIWhat approvals are required after a sale?
Before LOIEmployees
0 selectedHow many employees and contractors are involved?
Before LOIWhich positions are full time, part time, seasonal, or contract?
Before LOIWho are the key employees?
Before LOIHow long have they been with the business?
Before LOIWhich employees hold critical licenses, certifications, customer relationships, or technical knowledge?
Before LOIAre compensation and benefits competitive?
During diligenceAre bonuses or commissions documented?
During diligenceAre accrued vacation or paid-time-off obligations material?
During diligenceAre family members on payroll?
Before LOIWhat work do they perform?
Before LOIAre any employees expected to leave?
Before LOIAre any employees planning retirement?
Before LOIAre there open positions?
Before LOIIs the business understaffed?
Before LOIAre wage-and-hour, classification, workers' compensation, unemployment, harassment, discrimination, or other employment matters known?
During diligenceAre independent contractors being used for recurring core work?
During diligenceWhen will employees be informed of the transaction?
During diligenceWho controls employee communication?
During diligenceIs a retention plan expected?
During diligenceWhich employees must be interviewed before closing?
During diligenceWhat post-closing payroll or benefit changes are expected?
During diligenceAssets, inventory, and real estate
0 selectedWhich assets are included?
Before LOIDoes the seller own each asset?
Before LOIWhich assets are leased?
Before LOIAre any assets personally owned by the seller?
Before LOIAre any assets shared with another entity?
Before LOIAre liens present?
Before LOIIs a fixed-asset schedule available?
After financial packageWhat is the condition of major equipment?
During diligenceWhat maintenance has been deferred?
During diligenceWhat replacement spending is expected?
During diligenceAre vehicles included?
Before LOIIs inventory included?
Before LOIHow is inventory valued?
During diligenceIs obsolete, slow-moving, damaged, consigned, or customer-owned inventory present?
During diligenceWill inventory be counted at closing?
Before closingIs real estate included or leased?
Before LOIWhat is the remaining lease term?
Before LOIWhat renewal options exist?
Before LOIAre rent increases scheduled?
Before LOIIs landlord consent required?
Before LOIIs the rent at market?
Before LOIDoes the seller or a related party own the property?
Before LOIWill rent change after closing?
Before LOIAre zoning, occupancy, environmental, or use restrictions known?
During diligenceAre facility repairs expected?
During diligenceLicenses, contracts, and compliance
0 selectedWhich licenses and permits are required?
Before LOIAre they current?
Before LOIAre they transferable?
Before LOIMust the buyer reapply?
Before LOIDoes the business rely on an owner's personal license?
Before LOIAre professional credentials required?
Before LOIAre franchise, dealer, distributor, reseller, or licensing agreements involved?
Before LOIAre those agreements assignable?
Before LOIAre material contracts available?
Before LOIWhich contracts require consent?
Before LOIAre customer or vendor contracts terminable upon a sale?
Before LOIAre there known legal claims, disputes, investigations, or settlements?
During diligenceAre tax notices or liens present?
During diligenceAre UCC filings present?
During diligenceAre there regulatory issues?
During diligenceAre warranties, guarantees, refunds, deposits, or future service obligations outstanding?
During diligenceDoes the business handle regulated data or payment information?
During diligenceAre there industry-specific compliance requirements?
During diligenceHave cybersecurity or privacy incidents occurred?
During diligenceFinancing and deal structure
0 selectedIs the seller open to SBA financing?
Before LOIHas a lender reviewed the opportunity?
Before LOIIs the seller willing to provide financial information directly to a lender?
Before LOIIs seller financing available?
Before LOIWhat amount, term, interest, amortization, payment, collateral, guarantee, or standby treatment is expected?
Before LOIIs outside equity permitted?
Before LOIIs rollover equity being considered?
Before LOIIs an earnout being considered?
Before LOIWhat conditions would control an earnout?
Before LOIIs an escrow or holdback expected?
Before LOIWhat assets are available as collateral?
Before LOIAre liens or debt payoffs required?
Before LOIIs working capital included?
Before LOIWhat working-capital target is expected?
Before LOIAre inventory and accounts receivable included?
Before LOIWhat closing costs are assumed?
Before LOIWhat buyer cash contribution is assumed?
Before LOIAre projections based on the buyer reducing expenses?
Before LOIAre lender-required replacement costs reflected?
Before LOIAre personal guarantees expected?
Before LOIWhat financing contingencies will the seller accept?
Before LOIWhat proof of funds or lender letter is required?
Before LOIIs the seller willing to wait for an SBA process?
Before LOIWhat happens if lender underwriting adjusts SDE downward?
Before LOIProcess, access, and timeline
0 selectedWhat is the seller's target timeline?
First broker callIs there a formal bid process?
Before LOIAre offers already under review?
Before LOIIs there a deadline?
Before LOIWhat information is required before a call?
Before NDAWhat information is required before an LOI?
First broker callWhat information becomes available only after an LOI?
First broker callWill exclusivity be offered?
Before LOIFor how long?
Before LOIWho controls the data room?
During diligenceWhat is currently in the data room?
During diligenceWho answers diligence questions?
During diligenceHow quickly does the seller usually respond?
During diligenceAre site visits permitted?
Before LOIWhen may advisers, lenders, and partners receive information?
During diligenceWhen may employees, customers, vendors, landlords, or licensing authorities be contacted?
During diligenceIs management access available?
During diligenceIs a quality-of-earnings review expected?
Before LOIAre environmental, technology, insurance, or industry reviews expected?
Before LOIWhat caused prior buyers to stop pursuing the deal?
First broker callWhich issues are likely to slow closing?
Before LOIWhat closing date does the seller require?
Before closingWhat would cause the seller to choose one buyer over another?
Before LOIA 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.
"The business produces $500,000 of SDE and the owner works about ten hours per week."
- What reported earnings figure does the $500,000 begin with?
- Can you provide the add-back schedule?
- Which owner compensation and benefits are included?
- What responsibilities does the owner perform during those ten hours?
- Who handles sales, pricing, customer relationships, hiring, scheduling, and financial controls?
- What duties would require replacement labor if the buyer were not onsite?
- Can the claimed owner hours be reconciled with employee roles and operating procedures?
- 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.
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
Buying an existing business
U.S. Small Business Administration: Buy an Existing Business or FranchiseAsset acquisitions
Form 8594 applies only to qualifying asset acquisitions. Buyers should obtain professional tax advice.
Covered business opportunities
Federal Trade Commission: Business Opportunity RuleThe 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.
Licensing and permits
U.S. Small Business Administration: Apply for Licenses and PermitsRelated resources
Seller's Discretionary Earnings and Add-Backs Guide
Understand how SDE is calculated and evaluate common seller add-backs.
Business Acquisition Due Diligence Checklist
Organize your financial, legal, and operational verification process.
Business Acquisition Financing Options
Compare SBA loans, conventional debt, and seller financing structures.
SBA Acquisition Calculator
Estimate SBA loan payments, debt-service coverage, and cash to close.
Cash Requirement Guide
Separate the purchase contribution from total buyer cash, deposits, and liquidity.
First-Time Business Buyer Guide
Learn the end-to-end process of buying a small business.
Product Tour
See how Acquisition Desk helps buyers evaluate and close transactions.
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.
No credit card required.