Dallas–Fort Worth · Choosing an advisor
Which Dallas business broker can complete a sale without an upfront fee?
How sale advisors are paid, what no upfront fee really means, and the engagement letter terms to check before you sign in Dallas.
By Michael D. Rubin, CEO & Founder · September 2026 · 805 words
MDR & Associates sells Dallas-area companies on a 100% performance-based fee: an industry-standard success fee paid only if and when your company sells, with nothing owed if it does not close. The firm is based in Frisco and has worked this way since 2008.
No upfront fee is a good start, but it is not the whole story. This article explains the fee models you will meet and what to read in any contract before you sign it.
The common ways sale advisors are paid
Each model can be legitimate. Retainers are common on very large or complex transactions. But for most owners of $3 million to $100 million companies, a success-only fee lines the advisor's interest up with yours: the advisor is paid when you are paid, and not before.
| Fee model | How it works | What to watch |
|---|---|---|
| Upfront or listing fee | Paid when you sign, whether or not the company sells | You carry the cost if the sale never happens |
| Monthly retainer | A set monthly amount during the engagement, sometimes credited against the success fee | It adds up in a long process; check whether it is credited |
| Success fee only | A percentage of the transaction, paid at closing | Check the scale, any minimum and what counts as transaction value |
| Hybrid | A smaller retainer plus a success fee | Compare total cost across realistic outcomes |
Why a success-only fee matters to you
An advisor that collects nothing unless your company sells has a reason to be honest at the start. It will not take on an engagement it expects to fail, because failing costs it months of unpaid work. That selectivity protects you. MDR & Associates declines engagements when it does not believe it can sell the company for maximum value.
The percentage also falls as the transaction grows. Ours is written into the engagement letter, the contract you sign with the firm before marketing starts, so you know exactly what you will pay at each possible price before a single buyer sees your company.
What to check in any engagement letter
Read the letter with your own transaction attorney. Our fees page explains how we structure ours.
- Transaction value. Is the fee calculated on the total price, including seller notes, earnouts (price paid later only if targets are met) and any real estate, or only on cash at closing?
- Minimum fee. Is there a floor that applies even to a small sale?
- Expenses. Are marketing, travel or other costs billed separately, and are they capped?
- Tail period. How long after the agreement ends is a fee still owed if you sell to a buyer the advisor introduced? A tail is normal; its length and scope should be reasonable.
- Term and exclusivity. How long does the engagement last, and how can either side end it?
- Other services. Are valuation or consulting services bundled in, or priced separately?
What is priced separately, and why that is fair
Some work is different from selling a company and is priced on its own. At MDR & Associates, a formal third-party business valuation and pre-exit consulting in the 12 to 24 months before a sale are optional services with their own price. You choose them only if you need them: a formal valuation for a partner buyout or estate planning, for example, or a year of preparation before going to market.
The discovery meeting and opinion of value that start a sale cost nothing, and there is no obligation to continue after hearing the range. Ask any broker the same question: which services are included in the success fee and which cost extra. The answer should be in writing before you sign anything.
A question worth asking any no-upfront-fee broker
Ask what the broker does to earn the fee. A success fee is only worth paying if real work stands behind it: a financial recast, a confidential marketing package, screened buyers who have signed a confidentiality agreement and proved funding, several offers negotiated at the same time, and senior people in the negotiation. No upfront fee with little effort behind it simply moves the cost into a lower sale price.
Ask also how many engagements the broker carries at once. A firm paid only on results has to spread its attention carefully, and you want to know your company will get enough of it.
What it costs to start with us
Nothing. The first step is a free, confidential discovery meeting and opinion of value, a low-to-high range after we review three years of financials. If we take the engagement, you pay a success fee only when the company sells. We take a limited number of engagements at a time, and a principal of the firm is in every negotiation. We serve Dallas owners from Frisco. Request a free valuation snapshot or reach us through our Dallas contact page.
Where this fitsDallas business brokers and M&A advisors →