How much do M&A advisors charge to sell a business?

A work fee, most commonly monthly, plus a success fee at closing. Published survey averages run from about 5.5% on a $5m sale to roughly 2% at $100m, with wide dispersion at every size: at $20m the middle four-fifths of quotes spanned 2.0% to 4.6%. All published fee data is self-reported by advisors, so treat the ranges as a negotiating baseline, and give the fee base, what counts as transaction value, the same scrutiny as the rate.

What is the Lehman formula?

The classic declining success-fee scale: 5% of the first $1m of transaction value, 4% of the second, 3% of the third, 2% of the fourth, and 1% of everything above. Variants double or scale the tiers. Its logic is that percentages should fall as size rises; its weakness is that a pure declining scale pays the advisor most for the easiest dollars. An accelerator above an agreed threshold points the incentive at the price you actually care about, the last dollar.

Is hiring an advisor worth it for a smaller business?

It depends on whether competitive tension is available, not on size alone. A smaller business with several credible acquirers is a better process than a larger one with a single logical home. Where a business has one obvious buyer and no alternative, a full process is expense without a return, and we will say so rather than take the mandate. Where tension exists, a run process typically returns its fee several times over in price and in terms.

Sell-Side Advisor Fees: Structures, Ranges and What They Buy

The fee is the visible cost. The single-buyer discount is the real one.

Middle-market sell-side fees are a work fee plus a success fee that carries most of the economics. The published ranges are wide enough that two advisors quoting the same sale can be hundreds of thousands of dollars apart, which is exactly why the structure deserves as much attention as the rate.

How are sell-side fees structured?

A work fee plus a success fee, with the success fee carrying most of the economics. The work fee compensates the preparation quarters and signals that both sides are serious; the market has shifted its shape rather than its existence, with monthly fees now the most common structure at 37% of firms, single upfront retainers falling to 26%, and 10% of advisors using milestone fees (Firmex, Global M&A Fee Guide 2023-24, surveyed December 2023).

The success fee is quoted on one of three shapes. A declining scale, the Lehman formula and its variants, where the percentage falls as the price rises: the classic scale runs 5% of the first $1m, 4% of the second, 3% of the third, 2% of the fourth, and 1% above $4m. A flat percentage regardless of size. Or an accelerator, where the rate rises on value above an agreed threshold, which points the advisor's incentive at the last dollar rather than the easy one. The accelerator is the structure that best aligns an advisor with the outcome, and it is the one we favour.

One caveat belongs in every fee conversation: no regulator or professional body publishes middle-market advisory fee data, so every figure in circulation, including the ones below, is self-reported by advisors in vendor surveys. That does not make the ranges useless; it makes them a starting point for negotiation rather than a tariff.

What do the fees actually run?

On the most recent published grid, average quoted success fees ran from 5.5% on a $5m transaction to 3.7% at $20m, 2.1% at $100m and 1.7% at $150m (Firmex, Global M&A Fee Guide 2023-24, surveyed December 2023). A newer survey of 331 advisors collected in the second quarter of 2026 confirms the structure, including the common practice of crediting work fees against the success fee (Axial, 2026 M&A Fee Guide, published 23 June 2026).

The dispersion matters more than the average. At $20m of transaction value, 80% of quoted success fees fell between 2.0% and 4.6%, a spread of roughly $520,000 on the same sale, before anyone has argued about what is included in the price the fee is calculated on (Firmex, surveyed December 2023). Fee bases, what counts as transaction value, how debt, earnouts, and rollover are treated, move real money and are negotiated far less often than the headline rate.

Work fees scale with the firm more than the deal: monthly fees most commonly run $5,000 to $15,000 depending on firm size, with levels above $15,000 rare (Firmex, surveyed December 2023). The full grid, the fee-base mechanics, and the questions to ask any advisor about their quote are maintained in the linked positions.

Broker, advisor, or on your own?

The labels describe different services, not different prices for the same one. A business broker typically runs a listing-style sale at the smaller end, often from a standard multiple and a buyer database. An M&A advisor runs a managed competitive process: preparation, a curated buyer universe, staged disclosure, and negotiated terms. Which one fits is mostly a question of whether competitive tension is available for the business, and the linked positions set out the decision in detail, including where a broker is the right answer.

Selling without either is the comparison that gets skipped. The advisor's fee is visible; the cost of a single-buyer negotiation is not, and it shows up as the discount to a competed price, terms drafted by the buyer's counsel and accepted, and a diligence process run to the buyer's rhythm. The honest comparison is never fee versus no fee. It is a run process versus the negotiation that happens without one, and the evidence on that difference, including what unrepresented sellers leave behind, is in our published positions.

The fee conversation should also include the costs beside the advisor: a vendor quality-of-earnings review, counsel, and any pre-sale clean-up. These are real, they are mostly preparation costs, and they are the cheapest money in the transaction, because each dollar spent evidencing the business before launch defends many multiples of itself in the price.