Selling a business through a broker costs, in commission alone, commonly 5 to 10 per cent of the sale price on smaller deals, tapering to 3 to 5 per cent as deal size rises, and that headline rate is only part of the bill. Engagement fees, marketing fees and minimum commissions sit around it, some fair and some traps, and the number that actually matters, what lands in the seller’s bank account after commission, fees, adviser costs and tax, is rarely the one on the front of the agreement. With the succession wave bringing hundreds of thousands of businesses to market this decade, getting this maths right is the difference between a sale that funds a retirement and one that funds a broker’s. This guide sets out the fee structures, the traps, and the net-proceeds calculation every seller should run. Start with 20 mistakes to avoid when selling your Australian business and a business valuation estimator before you sign an engagement.
Published: July 2026
Broker commission is the main event, and it is usually a percentage of the sale price, scaled inversely to deal size because the work does not rise proportionally with value.
On smaller businesses (under roughly $1 million), commission commonly runs 5 to 10 per cent, often with a minimum commission (frequently $15,000 to $30,000 or more) that matters enormously at the small end, because on a $200,000 sale a $25,000 minimum is effectively a 12.5 per cent rate whatever the headline percentage says.
On mid-sized deals (roughly $1 million to $5 million), the rate typically falls to 3 to 5 per cent, sometimes on a sliding or reverse-sliding scale.
On larger transactions, rates compress further and structures grow more custom, sometimes with success-fee tiers that increase the percentage on value achieved above a threshold, aligning the broker to push for a higher price.
Commission is almost always a success fee, payable on completion, which is the part of the model most aligned with the seller: the broker is paid when, and largely in proportion to, the sale actually closing.
Headline rate 8 per cent, minimum commission $25,000.
Sellers of smaller businesses should negotiate the minimum, not only the percentage, or accept that small deals are expensive to broker.
It is the non-commission fees where sellers get surprised, and where the agreement needs reading closely.
Engagement or listing fees. Some brokers charge an upfront fee to take the engagement, commonly $2,000 to $15,000 depending on the business and the broker’s model. A modest, credited engagement fee (deducted from the eventual commission) can be reasonable, it signals seller commitment and funds the initial work. A large, non-refundable engagement fee with no commission offset is a trap, because it pays the broker whether or not they ever sell the business, inverting the success-fee alignment that makes brokerage worthwhile.
Marketing fees. Preparing an information memorandum, listing across platforms and running a campaign costs money, and brokers often charge for it, sometimes a set marketing package ($2,000 to $10,000-plus), sometimes at cost. Reasonable in principle; the questions are whether the amount is proportionate to the business and whether it is credited against commission or charged on top.
The tell. A broker whose income depends mostly on upfront and marketing fees rather than success commission has weak incentives to actually sell, because they have already been paid. A broker who takes a modest or credited engagement fee and earns the bulk of their income on completion is aligned with the outcome the seller wants. The fee structure is the incentive structure, and reading it that way is the single most useful thing a seller can do before signing.
Score the engagement: success commission as the bulk of income, yes or no; engagement fee modest and credited, yes or no; marketing fee transparent and proportionate, yes or no; exclusive term length reasonable with performance checkpoints, yes or no. Three or four yes answers is a workable structure. Two or fewer means renegotiate or walk. Alignment beats charm.
The seller’s real question is never “what is the commission rate”; it is “what do I actually keep”. That calculation stacks several layers, and running it before listing prevents the nasty surprise at settlement.
Work a mid-sized example. A business sells for $2,000,000. Broker commission at 4 per cent is $80,000. Add a marketing fee of, say, $6,000 and any engagement fee not credited. Then the adviser costs the broker’s fee does not cover: legal fees for the sale contract and disclosure (commonly several thousand to low tens of thousands depending on complexity), and accounting and tax advice, which is where the largest number after the sale price usually hides. Capital gains tax on the sale, after any available small business CGT concessions, can be the single biggest deduction from proceeds, and the concessions, and whether the sale is structured to access them, routinely move the seller’s net position by more than the entire broker commission. A seller who optimised the broker rate from 5 to 4 per cent and ignored the CGT structuring has saved a five-figure sum while potentially leaving a six-figure one on the table.
This is the core insight of the net-proceeds view: the broker fee is a visible, negotiable, second-order number, and the tax outcome is a larger, less visible, structure-dependent one. Sellers who fixate on the commission and defer the tax question until after they have agreed a deal have optimised the wrong variable. The right sequence is to model the net proceeds, commission and fees, adviser costs, and CGT after concessions, before going to market, so the sale is structured for the after-tax result rather than the headline price. How much a business valuation costs and finance due diligence sit on the same path.
Sale price $2.0 million. Brokerage and sale costs $95,000. Two CGT outcomes after concessions and structuring advice:
The $140,000 tax gap is almost two full broker commissions. Negotiating 0.5 per cent off the broker while ignoring tax advice is optimising the wrong line. Get tax advice before the information memorandum, not after the heads of agreement.
A seller’s sensible playbook: interview brokers on their fee structure and read it as an incentive structure, favouring modest or credited engagement fees and success-weighted commission; benchmark the commission rate for the deal size rather than accepting the first number; get the tax and structuring advice before agreeing terms, not after, because the CGT concessions and the deal structure are where the net proceeds are actually decided; and, underpinning all of it, present a business whose financials are clean, transparent and demonstrable, because a buyer’s diligence restates weak numbers and a discounted price costs far more than any broker fee saved. The businesses that net the most from a sale are the ones prepared long before listing, with clean books, a demonstrable earnings history and the tax structure considered early, which is the readiness an embedded finance team builds as a matter of course, and which turns the broker’s commission into the smallest number in the calculation. Use an exit readiness scorecard and what investors and buyers look at in your books. For leadership through the process, fractional CFO costs in Australia are often small against the sale outcome.
Two similar businesses. One has three years of clean monthly management accounts, reconciled debtors and a clear normalised EBITDA bridge. The other has annual accounts only, owner add-backs argued from memory and unreconciled stock. Buyers restate the second business’s earnings down by $120,000, and at a 3.5× multiple that is a $420,000 price hit, many times any broker fee. Preparation is not vanity; it is net proceeds.
How much do business brokers charge?
Commission commonly runs 5 to 10 per cent on businesses under about $1 million, often with a minimum commission of $15,000 to $30,000 or more, tapering to 3 to 5 per cent on mid-sized deals and compressing further on larger ones. Commission is usually a success fee payable on completion.
What other fees do brokers charge?
Engagement or listing fees (commonly $2,000 to $15,000) and marketing fees (commonly $2,000 to $10,000-plus). Whether these are credited against commission or charged on top, and whether they are refundable, matters as much as the amount.
What is the minimum commission trap?
On a small sale, a minimum commission can far exceed the headline percentage: a $25,000 minimum on a $200,000 sale is effectively 12.5 per cent regardless of the stated rate. Sellers of smaller businesses should read the minimum, not just the percentage.
How can I tell if a broker is well incentivised?
By where their income comes from. A broker earning mostly upfront and marketing fees is paid whether or not they sell, so their incentive to complete is weak. A broker taking a modest or credited engagement fee and earning the bulk on success is aligned with actually selling your business.
What is the net-proceeds calculation?
Sale price minus broker commission, marketing and uncredited engagement fees, legal costs, accounting and tax advice, and capital gains tax after any available small business CGT concessions. It is the number you actually keep, and it is what should be modelled before listing, not discovered at settlement.
Why does tax matter more than the commission rate?
Because the CGT outcome, and whether the sale is structured to access the small business CGT concessions, routinely moves the seller’s net position by more than the entire broker commission. Optimising the commission while ignoring the tax structuring is optimising the wrong variable.
When should I get tax advice on a sale?
Before agreeing terms and going to market, not after. The deal structure and the availability of CGT concessions are decided early, and a sale agreed without that advice can lock in a worse after-tax result than the headline price suggests.
What is the biggest thing a seller can do to net more?
Prepare early: clean, transparent, demonstrable financials, a solid earnings history, and the tax structure considered up front. Buyer diligence restates weak numbers into a discounted price that dwarfs any broker fee, so preparation protects the net proceeds more than negotiating the commission does.
Should I give exclusive agency?
Often yes for a defined period with performance expectations, because serious buyers and brokers invest more under exclusivity. Keep the term finite and review if activity is weak.
Do I need a broker at all?
Not always. Trade sales to known buyers, internal succession and some private equity processes run without one. Brokers earn their fee when they widen the buyer pool, run a process and protect confidentiality. If the buyer is already known, negotiate fees accordingly.
Scale Suite is a Sydney-based provider of outsourced finance teams and fractional CFO services for Australian SMEs. We deliver weekly bookkeeping, payroll, BAS/IAS lodgement, cashflow reporting, management accounts, and strategic fractional CFO oversight, all as a fully embedded team that works inside your business.
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We review and check this guide periodically. At the time of writing (July 2026), all information was current. Scale Suite is a registered BAS Agent, not a licensed tax advisor or financial advisor. This content is general information only and does not constitute professional tax, financial, or legal advice. Some details may change over time.
Scale Suite is a Sydney-based provider of outsourced finance and HR services for Australian SMEs. We deliver bookkeeping, financial reporting, payroll processing, fractional CFO support, recruitment, employee onboarding, people and culture support, and fractional HR oversight, all as a fully embedded team that works inside your business.
Employment Hero Gold Partner, CA-qualified, and Xero Certified, we replace fragmented finance and HR processes with one responsive, senior-level function at a fraction of the cost of full-time hires. We serve growing businesses across Sydney, Melbourne, Brisbane, and Perth, with packages starting from $1,500 per month and no lock-in contracts.
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