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★ Frequently Asked Questions

Questions Answered.

Common questions from business owners considering a sale and buyers looking to acquire a business in San Diego County.

For Business Sellers

How long does it take to sell a business? +
On average, 6–12 months from the time you engage a broker to closing. Some businesses sell faster — a well-prepared business with clean financials in a high-demand industry might close in 4–6 months. Others take longer, especially if there are preparation issues or the business is in a specialized niche with fewer buyers. IBB's Exit Readiness program reduces time on market by addressing the most common causes of delay upfront.
Will my employees find out I'm selling? +
That's entirely up to you. IBB operates on a strict confidentiality protocol: buyers sign an NDA before receiving any details, and marketing is done through blind profiles that don't identify your business. When to tell your employees — and whether to tell them at all before close — is your decision. IBB structures the process to protect confidentiality for as long as you choose.
Do I have to keep running the business while it's for sale? +
Yes, and this is critical. Buyers are buying future cash flow, not past performance. A business that starts declining the moment it goes on the market will lose value or fail to close. IBB helps you manage the process with minimal disruption so you can stay focused on running the business while we handle marketing and buyer management.
What does a broker actually do that I couldn't do myself? +
A good broker handles everything that takes time away from running your business: preparing the marketing materials, qualifying and screening buyers (so you're not wasting time on tire-kickers), managing NDAs and confidential document flow, negotiating the deal, coordinating lenders and attorneys, and keeping the transaction on track through closing. More importantly, brokers have access to buyer networks and transaction databases that individual sellers don't. Statistics consistently show that businesses sold with brokers close at higher prices than those sold without one.
What happens if the deal falls through after we've gone through due diligence? +
It happens. IBB's job is to minimize the risk by screening buyers rigorously upfront and structuring deals to reduce contingencies where possible. If a deal falls through, we regroup, assess what happened, and return to market. The business has now gone through a full due diligence process — which means you have a more organized set of documents for the next buyer and a clearer picture of what concerns will come up again.
Do I need a lawyer to sell my business? +
It depends on a number of factors — the deal structure, complexity, and what's at stake. Legal representation isn't always required, but it's always available. IBB can refer you to attorneys who specialize in business transactions when it makes sense, and will be straightforward with you about when having one is worth it.

Business Valuation

How is my business valued? +
Most small businesses are valued using a multiple of Seller's Discretionary Earnings (SDE). SDE is your net income plus add-backs: your owner's salary, personal expenses run through the business, depreciation, and one-time items. The multiple applied depends on your industry, size, growth trajectory, and risk factors. Larger businesses (>$1M SDE) are typically valued on EBITDA. IBB explains the methodology clearly so you understand exactly how your number is calculated. See the Valuation Guide for more detail.
My accountant says my business is worth X. Will buyers agree? +
Not necessarily. Accountants value businesses differently from how buyers and brokers do — and often for different purposes (estate planning, partnerships). Market value is what a willing buyer will pay based on current comparable transactions. IBB uses actual transaction data to benchmark your business, not a formula from an accounting textbook. The market determines price, and IBB positions your business to get the best the market will bear.
What if my books aren't clean? Can I still get a valuation? +
Yes — and this is exactly why IBB's free valuation process is valuable. IBB will give you an honest assessment of where you stand, what the problems are, and what they're doing to your potential sale price. That's more useful than ignoring the issue. The Exit Readiness program exists specifically to fix these problems before you go to market.
Does the real estate my business occupies count toward the value? +
It depends on whether you own the real estate or lease it. If you own the property, it can be sold separately (most common), included in the business sale, or leased back to the new owner. If you lease, the lease terms (length, rent relative to market, renewal options, assignability) significantly affect the business value. IBB evaluates both the business and real estate dimensions — an advantage that comes from James's real estate background.

For Business Buyers

Why buy an existing business instead of starting one from scratch? +
An existing business comes with cash flow from day one, an established customer base, trained employees, supplier relationships, and a proven operating model. Starting a business means years of building all of that from zero — with no guarantee it works. Most buyers who acquire established businesses are profitable much faster than they would be building something new. For the right business at the right price, acquisition is often the lower-risk path.
Can I buy a business with no money down? +
In rare cases, yes — seller financing on favorable terms, earnouts, or distressed situations can result in little to no cash at close. In practice, most acquisitions require at minimum 10% down for SBA financing. Attempting zero-down deals typically means targeting distressed businesses, which come with more risk. IBB's advice: have at least 10–20% of the purchase price available, plus working capital reserves.
How do I know the seller's numbers are real? +
You verify them during due diligence. IBB requires that sellers provide at least 3 years of tax returns, which are compared against their internal P&Ls and bank statements. Discrepancies between tax returns and books are red flags. IBB structures due diligence to systematically verify all financial claims before you're obligated to close. See the Due Diligence section of the Buyer's Guide.
Do I need industry experience to buy a business? +
It helps, but it's not always required. What matters more is management experience and the ability to learn the business. Most sellers provide a transition period (typically 30–90 days) to train the new owner. SBA lenders will look at your background and want to see that you can realistically run the business you're buying. IBB helps buyers assess whether their background is a good fit before they get deep into a deal.
What does a buyer's broker do, and does it cost me anything? +
IBB can represent buyers as well as sellers. In most business sales, the broker's commission is paid by the seller — so buyer representation through IBB typically costs you nothing directly. IBB helps you find businesses matching your criteria, evaluate opportunities, structure your offer, and navigate the transaction from LOI through closing. Contact IBB to discuss buyer representation.

The Transaction Process

What is a Letter of Intent (LOI)? +
A Letter of Intent is a non-binding document (mostly) that outlines the key terms of a proposed business acquisition: purchase price, down payment, financing contingencies, due diligence period, transition period, and exclusivity. Once signed by both parties, the buyer typically gets exclusive rights to conduct due diligence for a set period. IBB helps both buyers and sellers draft and negotiate LOIs.
What happens during due diligence? +
Due diligence is the buyer's formal investigation of everything the seller has represented. It covers financials (tax returns, P&Ls, bank statements), legal (contracts, licenses, litigation), operations (SOPs, employees, equipment), and customer relationships. A typical due diligence period runs 30–60 days. IBB helps organize the due diligence data room on the seller side and helps buyers build a complete checklist on the buyer side.
What is an asset sale vs. a stock sale? +
In an asset sale, the buyer purchases specific assets of the business (equipment, inventory, customer contracts, goodwill) but not the legal entity. This is the most common structure for small business acquisitions because it limits buyer liability. In a stock sale, the buyer purchases ownership of the legal entity — including all liabilities. Sellers often prefer stock sales for tax reasons; buyers typically prefer asset sales for liability protection. Your attorney and CPA should advise on the optimal structure.
What is seller financing, and is it common? +
Seller financing means the seller carries a portion of the purchase price as a loan to the buyer, paid back over time directly to them. It's common — roughly 30–50% of small business sales include some seller financing. It signals seller confidence in the business's ability to continue performing. Seller notes are typically 10–30% of the purchase price with 3–5 year terms. IBB negotiates seller financing terms as part of the overall deal structure.
Why do deals fall through, and how does IBB prevent it? +
The most common reasons deals fall apart: financing falls through (buyer's SBA loan gets denied), something unexpected surfaces in due diligence, or the buyer gets cold feet. IBB reduces each of these risks: we pre-screen buyers for financial qualification before they see confidential details, we help sellers prepare for due diligence so there are no surprises, and we proactively manage both parties to keep momentum through the transaction.

Working with IBB

Is IBB licensed to sell businesses in California? +
Yes. In California, business brokers are required to hold a real estate broker's license. IBB operates under Broker DRE #02163090. James Pendley also holds an individual Salesperson license (DRE #02086207) and is a member of the California Association of Realtors (CAR).
What does IBB charge to list a business? +
IBB's commission is a percentage of the final sale price, paid at closing — no upfront fees to list. The commission is negotiated at the time of engagement based on the size and complexity of the transaction. Industry standard for small business transactions is typically 8–12% of the sale price. If you engage IBB's pre-sale advisory or Exit Readiness program before listing, there is a monthly fee for that work — the amount depends on scope and what needs to be done. Contact IBB for a direct conversation about what applies to your situation.
Does IBB only work in San Diego? +
IBB is San Diego County focused — we know this market, the buyer pool here, and what businesses in this region are selling for. We can evaluate opportunities in adjacent markets on a case-by-case basis, but our local knowledge and network are strongest in San Diego County.
How do I get started? +
Sellers: start with a free business valuation. It's confidential, costs nothing, and gives you a professional assessment of what your business is worth and what it would take to go to market. Buyers: contact IBB directly to describe what you're looking for. We'll reach out when a matching opportunity comes to market, including off-market businesses not listed publicly.

Talk Directly with James

Every situation is different. If you didn't find your answer above, reach out directly — no forms, no sales pitch, just a straight conversation.