What is the best process for selling a business in Texas?

By Michael D. Rubin, CEO & Founder · September 2026 · 812 words

The best process for selling an established Texas company is a confidential, competitive one: prepare the numbers, market the company without revealing its name, bring several qualified buyers to written offers at the same time, then protect the deal through due diligence and closing. At MDR & Associates this runs in ten steps and typically takes three to nine months from engagement to funds wired.

Below are the steps, what happens in each, and what is expected of you. The order matters: skipping preparation or rushing to a single buyer are the two most expensive shortcuts an owner can take. The same process works whether the company is in Dallas, Houston, Austin or San Antonio; what changes from market to market is the mix of buyers, not the steps.

Steps 1 and 2: discovery and engagement

1. Discovery meeting. A free, confidential conversation. We review three years of financials and give an opinion of value, a low-to-high range. This is where you learn whether a sale at your target price is realistic, and what might need to change first. If the company needs work, our long read on preparing your business for sale explains what to do before step 3.

2. Engagement letter. The contract with your advisor, setting out the fee, the length of the engagement, the advisor's duties and the confidentiality terms. Read it with your transaction attorney before signing.

Steps 3 to 5: preparing and marketing the company

3. Marketing package and HD video. We prepare a confidential marketing package, a financial recast showing adjusted EBITDA (earnings before interest, taxes, depreciation and amortization, adjusted for owner-specific and one-time items), and a professionally produced HD video. Your job is to supply records and answer questions.

4. Buyer screening. Buyers first see a blind profile with no name. To learn more they register, sign a confidentiality agreement and complete a financial profile. We go to our own database of qualified individual buyers, capital groups and private equity groups first, and only then to blind ads on the major business-for-sale marketplaces if needed.

5. Buyer and seller meetings. Qualified buyers meet you, often outside business hours. You describe the company; buyers judge whether they want to own it and whether you are someone they can work with during the transition.

Steps 6 and 7: competing offers

6. Multiple letters of intent. A letter of intent (LOI) is a mostly non-binding written offer setting out price, structure, timing and exclusivity. Negotiating several at the same time is the biggest single lever on price, because competition, not an asking price, sets value. For companies in the $3 million to $100 million revenue range, prices most often fall between three and seven times adjusted EBITDA.

7. Offers reviewed with you, in person. Every offer is presented to you, and you accept, reject or counter. Compare offers on what you keep, not only the headline: cash at closing, seller financing, earnouts (part of the price paid later if targets are met) and the working capital peg (the working capital the buyer expects left in the company at closing). Our guide to comparing offers shows how.

Steps 8 to 10: diligence, documents and closing

8. Due diligence. The buyer checks your financials, contracts, employees, customers and operations in detail. Many deals fall apart here, usually over numbers that do not reconcile or problems the buyer discovers on its own. Our long read on what causes a sale to fall apart in due diligence explains how to avoid that.

9. Legal documents. Attorneys draft the purchase agreement and related documents. Your transaction attorney and CPA advise on structure and tax; the advisor keeps the business terms on track and the timetable moving.

10. Closing and funds wired. Documents are signed, the purchase price is wired, and the transition to the new owner begins.

What makes the process work

The steps are only as good as the way they are run. Four habits separate sales that close well from sales that drift:

• Preparation before marketing. Records that reconcile and add-backs that are documented before any buyer sees them.
• Confidentiality at every step. Employees, customers and competitors learn about the sale only when you decide they should.
• Buyers moving in parallel. Several buyers at the same stage at the same time, so no single buyer controls the pace or the price.
• Momentum. Long gaps between steps give buyers time to reconsider and give problems time to appear.

How we run it at MDR & Associates

The full ten-step process is on our site. A principal of the firm is in every negotiation, a VP of Client Engagement is your main contact during marketing, and the fee is paid only if the company sells. The firm has closed a sale in eight days and has taken eighteen months; most fall between three and nine months. Start with a free valuation snapshot.

Where this fitsTexas M&A advisors and business brokers →