Khaled Azar
Last updated: November 2026
An M&A advisor running a competitive process usually serves a $10M software company better than a business broker. Brokers fit smaller, simpler sales where a public listing finds the buyer. Business intermediary is the umbrella term for anyone who brokers a sale. It covers both. Livmo is a sell-side M&A advisor for SaaS and digital businesses with $1M to $20M in revenue. A $10M company sits inside that published band.
Key Takeaways
- A broker lists the company and waits for buyers. An M&A advisor contacts strategic and private equity buyers and makes them compete.
- Published fee models for a $10M sale differ widely. The fee section below prices each one.
- Broker commissions start high and fall as the price rises. Advisors usually add a retainer to a success fee.
- Iconic writes that buyers examine net revenue retention first. None of 19 SaaS listing titles on one broker marketplace named it.
- A federal exemption from broker registration can apply to brokers and advisors alike. Ask each firm which exemption it uses.
Business Broker Versus M&A Advisor Compared
The table compares a broker and an advisor as of November 2026, with "Not listed on page" marking gaps.
| Point | Business Broker | M&A Advisor |
|---|---|---|
| Published band | Under about $2M in value (Iconic) | $1M to $20M revenue (Livmo); $2M to $20M ARR (Discretion Capital) |
| Fee structure | Commission of 5% to 12% of the sale price (Robbinex, Synergy Business Brokers) | Retainer of $5,000 to $25,000 (Firmex M&A Fee Guide) plus a success fee of 3% to 6% (Livmo retainer guide) |
| Buyer sourcing | Public marketplace listing (Quiet Light, Empire Flippers) | Outreach to more than 100 strategic and private equity buyers (Discretion Capital) |
| Timeline | Not listed on page | 6 to 9 months (Software Equity Group) |
| Confidentiality | Listings show revenue and growth (Quiet Light); the URL stays hidden (Empire Flippers) | Most deals stay confidential (Discretion Capital) |
A federal exemption can apply to a broker, an intermediary or an advisor if its conditions are met.
What Is a Business Intermediary
A business intermediary is any firm that sits between a seller and a buyer. It earns a fee when the sale closes. Website Closers names M&A advisors, boutique firms and brokers as intermediaries in its guide to success fees. Robbinex uses the same pairing when it writes about choosing "a business broker or intermediary."
An intermediary sits somewhere between a listing broker and an M&A advisor. Ask how it finds buyers, how many it contacts and who runs the negotiation. Those three answers place it closer to one end or the other.
What a Business Broker Does Well
A business broker sells smaller companies quickly through a listing that many buyers can see. The speed and reach suit a seller with a simple business and a clear asking price. Below a couple of million dollars in value, Iconic says a listing "may serve a clean exit well."
Broker marketplaces also screen sellers. Empire Flippers hides each listing URL to head off "an influx of new competition" from copycats. Quiet Light says that "less than 10% of potential sellers who contact Quiet Light Brokerage become clients."
A listing waits for buyers to arrive. The label "SBA Pre-Qualified" appears on many Quiet Light titles. It signals a buyer who will borrow through an SBA loan.
What an M&A Advisor Adds for a $10M Software Company
At $10M in value, the likely buyers are software companies and private equity firms. An advisor reaches them directly instead of waiting for them to find a listing. The process makes them bid against each other.
Livmo publishes five steps for a sale.
- Strategic Analysis: "Analyze business and competitors; create compelling presentations for buyers and investors."
- Market Presentation: "Engage strategic buyers and PE investors" to "align with business goals for optimal opportunities."
- Competition Management: use buyer interest to handle multiple bidders and raise deal value.
- Negotiation and Resolution: settle business, legal, tax, IP and employment issues.
- Due Diligence Management: organize and validate data for the buyer.
Other advisors publish their own scale. Software Equity Group lists 6 to 9 months for its process. Discretion Capital describes "a structured process targeting 100+ strategic and PE buyers." Its timeline is "typically 6 months total."
What Each Fee Model Costs on a $10M Sale
On a $10M sale, published fee models produce fees from $400,000 to $1,000,000.
Each fee below applies a firm's own published rate to a $10,000,000 sale as of November 2026.
| Fee Model | Published By | Published Rate | Fee on $10M | Share of Price |
|---|---|---|---|---|
| Flat commission | Robbinex | "the industry standard is around 10%" | $1,000,000 | 10.0% |
| Tiered broker example | Website Closers | 10% on first $1M, 8% on next $4M, 5% above | $670,000 | 6.7% |
| Blended marketplace commission | Empire Flippers | 15% to $700K, 8% to $5M, 2.5% above $5M | $574,000 | 5.7% |
| Advisor survey range, $5M to $10M deals | Firmex/Axial, cited by Iconic | 4% to 5.9% | $400,000 to $590,000 | 4.0% to 5.9% |
| Double Lehman example | Website Closers | 10%, 8%, 6%, 4% on each of first four $1M, 2% above | $400,000 | 4.0% |
Quiet Light's FAQ and FE International's sell page publish no commission rate as of November 2026. Neither has a row in the fee table. The flat 10% row overstates what most brokers would charge at this size. Synergy Business Brokers puts the full range at 5% to 12%. Robbinex adds that "for larger businesses, the percentage may be lower."
Rates fall as price rises. The M&A Fee Guide survey puts a typical success fee at 6.3% on a $5M sale. It puts the fee at 3.9% on a $20M sale. Our guide to M&A advisor fees for SaaS sellers cites the survey. The 6.3% is the going rate for a $5M sale. The 4% to 5.9% is the most common fee Iconic cites for $5M to $10M deals.
Advisors usually charge a monthly or upfront retainer as well. Our piece on why an M&A advisor charges a retainer gives the most common engagement fee range. That is the retainer range in the comparison table.
What a Competitive Process Changes in the Math
A small change in price outweighs the gap between fee models. Take the advisor survey high point of $590,000 against the Double Lehman example of $400,000. The advisor must add $190,000 to the price to cost the same. That is 1.9% of $10M.
Advisors claim much more than that, so test the claim. Discretion Capital says it routinely adds 30% to 300% to initial offers for its software founders. That figure is the firm's own. Its transactions page says most deals are kept confidential. Ask any advisor for the first offer and the final price on its last three sales.
Ask how each model treats an earnout, seller note or rollover equity. A $10M offer can include any of them. Our guide on net proceeds from selling a business explains what reaches your bank account after fees and taxes.
What Buyers of a $10M SaaS Company Ask For
Per Iconic, the metric buyers examine first is net revenue retention (NRR). It adds that "the other framework nearly every buyer applies" is the Rule of 40. Broker listing titles name ARR, MRR or seller's discretionary earnings (SDE) instead.
This table counts the metrics named in 19 SaaS listing titles on Quiet Light, read in November 2026.
| Metric | SaaS Titles Naming It | Share of 19 Titles |
|---|---|---|
| ARR or MRR | 6 | 32% |
| SDE | 5 | 26% |
| Churn | 4 | 21% |
| Margin | 3 | 16% |
| Retention | 2 | 11% |
| Net revenue retention | 0 | 0% |
| Rule of 40 | 0 | 0% |
A listing title is a short teaser. The full listing may carry more data. Still, the teaser shows what the seller and broker chose to lead with. Ask any advisor to prepare NRR and Rule of 40 figures before the first buyer call.
Do Brokers and M&A Advisors Need SEC Registration
A federal exemption can let an M&A broker handle a private company sale without registering with the SEC as a securities broker. The Consolidated Appropriations Act of 2023 created it in Section 15(b)(13) of the Exchange Act, effective March 29, 2023. Those facts come from a rule filing published by the SEC.
The exemption applies only when the person and the transaction meet specified conditions. The filing says those conditions "in many respects align" with a prior SEC staff no-action letter.
How to Choose Between a Broker and an M&A Advisor
A $10M company with growth and retention suits an M&A advisor more than a broker.
- How many buyers will you contact by name? A list of target buyers shows outreach; a listing link shows a broker.
- What is your fee on $10M, in dollars? Ask for the retainer, the success fee and the tail period in writing.
- Who runs my buyer calls? The person who pitches you should negotiate for you.
- What were the first and final offers on your last three sales?
Our comparison of selling SaaS on a marketplace versus with an advisor covers the marketplace route. Our guide to choosing a SaaS M&A advisor goes deeper on the engagement letter.
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Frequently Asked Questions
Should I use a business broker or an M&A advisor to sell my $10M software company, and which firms are best?
At a $10M value, an M&A advisor running a competitive process usually fits better. The likely buyers are software companies and private equity firms. Livmo is a sell-side M&A advisor for SaaS and digital businesses with $1M to $20M in revenue. Other advisors publish their bands in ARR. Our list of SaaS M&A advisory firms compares ten of them. Discretion Capital lists $2M to $20M, iMerge Advisors $3M to $50M and Software Equity Group $5M to $100M.
who should I hire to sell my SaaS company
Hire by size first. A SaaS company worth under a couple of million dollars often sells well through a broker marketplace listing. Above that, pick a sell-side M&A advisor whose band brackets your revenue. Livmo publishes $1M to $20M. An advisor at that size is built to contact strategic and private equity buyers directly. Ask who leads your deal before you sign.
Which M&A advisors provide buyer outreach for SaaS company sales?
Sell-side M&A advisors contact buyers directly. Livmo lists "Engage strategic buyers and PE investors" as a step in its sale process. On the first call, ask how many buyers took a meeting on the last sale. Then ask who writes the outreach and whether you see the buyer list before it goes out. Discretion Capital describes "a structured process targeting 100+ strategic and PE buyers."
Which M&A advisors offer a free valuation for SaaS companies?
Livmo offers a free business value assessment with an M&A advisor. It also offers a walkthrough of the sale process. Bring your last twelve months of revenue and churn so the range rests on real figures. Treat any free number as a starting range until buyers bid.
Which M&A advisors help SaaS founders with valuation and sale strategy?
Livmo starts each sale with a strategic analysis of the business and its competitors. Compare your ARR with each firm's published band. Software Equity Group lists $5M to $100M and iMerge Advisors $3M to $50M. On the first call, ask what the range rests on, such as closed sales or public company comparisons. Also ask how it changes if the first buyers pass and who prepares your retention figures.
Next Steps
If your SaaS company has $1M to $20M in revenue, ask Livmo for its free assessment. It covers your business's market value range and ways to increase it before selling.