Why Some Businesses Fail To Sell

Why Some Business Fail To Sell

Selling a business can be a complex and challenging process. Unfortunately, a large percentage of businesses listed for sale never find a buyer. In this post, we will explore some of the common reasons why some businesses fail to sell and how to avoid these mistakes. From unrealistic pricing to incomplete business records, we will delve into the common obstacles that hinder successful business sales.

1. Unrealistic Pricing

One of the primary reasons why businesses fail to sell is unrealistic pricing. Setting the right price for your business is crucial, as it determines the interest and willingness of potential buyers. However, many sellers fall into the trap of using errant multiples and rules of thumb without considering the true market value.

Multiples such as sales, EBITDA, Seller Discretionary Earnings, and net income are often used to price businesses. While these multiples can provide a general guideline, it’s essential to evaluate each business individually. For example, 5 times net income may be appropriate in some cases, but 5 times Seller Discretionary Earnings could be entirely unrealistic.

Another factor contributing to unrealistic pricing is when sellers have an inflated view of their business’s value. Sellers often overlook the fact that buyers may not perceive the same value due to their lack of emotional attachment and the absence of the hard work and effort invested in building the business. It’s crucial to understand that a business is only worth the earnings it can generate for a buyer.

Additionally, some sellers may have accumulated significant debt, which exceeds the market value of their business. This disparity in debt and value can deter potential buyers and make it challenging to sell the business.

2. Insufficient Earnings to Support Buyers’ Needs

Buyers are interested in businesses that can support their financial needs and expectations. If a business’s earnings are insufficient to meet the buyer’s requirements, it significantly reduces the likelihood of a successful sale.

Sellers often enjoy the benefits of lower financing payments in recent years. However, it’s crucial to consider the impact of financing payments on the business’s cash flow. Buyers need to envision the financial feasibility of acquiring the business while maintaining its operations and covering the financing obligations. Evaluating whether the business’s earnings can support both the payments and the buyer’s desired lifestyle is essential.

3. Incomplete Business Records

Having accurate and complete business records is crucial for selling a business. Buyers and their lenders require transparent and reliable financial reports to assess the business’s performance and make informed decisions. Camouflaged or missing data can raise concerns and lead to anxiety, causing potential deals to fall apart.

Sellers should ensure that their financial records are well-organized, up-to-date, and easily accessible. Timely and accurate information is key to building trust with potential buyers and facilitating a smooth due diligence process.

4. Inability to Transfer or Negotiate a New Buyer Lease

The lease agreement between the business and its landlord plays a significant role in the sale of a business. Sellers may encounter challenges if they have difficulty transferring an existing lease to the buyer or negotiating a new lease.

Ideally, sellers should ensure that they have sufficient time remaining on their lease to facilitate a smooth transition for the buyer. Long-term leases or flexible leasing options can be attractive to potential buyers and increase the likelihood of a successful sale.

5. Decreasing Sales and Earnings

Buyers are generally cautious about acquiring businesses with decreasing sales and earnings. A declining trend in sales raises concerns and makes buyers hesitant to invest in a business. They are more likely to pay a higher price for a business with stable or increasing sales.

If a business’s sales are decreasing rapidly, sellers may need to adjust the price to a level that compensates for the risk and effort required to rebuild the sales. It’s essential to evaluate the market conditions and consider the buyer’s perspective when pricing a business with declining sales.

6. Inability to Obtain Lender Financing

Buyers often rely on lender financing to acquire a business. If a business’s financials or pricing structure do not align with the lender’s requirements, it can hinder the sale process. Sellers should ensure that their business is priced reasonably and can meet the lender’s expectations for financing approval.

7. Lack of Seller Financing

Seller financing can play a crucial role in facilitating a business sale. Buyers and lenders prefer to see the seller’s commitment and confidence in the business by having some skin in the game. Seller financing can also bridge the gap between the buyer’s available capital and the total purchase price.

In many successful business sales, some level of seller financing is involved. Sellers should consider offering financing options to potential buyers to increase the chances of closing a deal.

8. Lack of Confidentiality

Maintaining confidentiality is essential when selling a business. Sellers who attempt to sell their business independently without professional assistance may unintentionally disclose sensitive information to employees, customers, and vendors. This leakage of information can have detrimental effects on the business’s reputation and ultimately hinder its sale.

Working with experienced business brokers or advisors can help sellers maintain confidentiality throughout the sale process. These professionals have the expertise to handle communications with potential buyers while protecting the seller’s interests.

9. Outdated Equipment and Processes

Businesses that fail to upgrade and modernize their equipment and processes may face challenges in attracting buyers. Outdated equipment and processes can make a business feel obsolete and less valuable in the eyes of potential buyers. It’s essential for sellers to invest in necessary upgrades and showcase the business’s ability to adapt to changing market demands.

10. Inappropriate Information Timing in Negotiations and Due Diligence

Timing is critical when it comes to sharing information during negotiations and due diligence. While buyers may desire early access to information, disclosing too much too soon can have negative consequences. Premature disclosure can lead to unnecessary scrutiny and potential deal-breakers.

Sellers should follow a structured and strategic approach to sharing information, ensuring that sensitive details are shared at the appropriate stages of the negotiation and due diligence process. This approach helps maintain control and prevents potential roadblocks from arising.

11. Pride and Win-Lose Negotiating Tactics

Negotiations play a significant role in the successful sale of a business. However, pride, win-lose mentality, and micro-managed negotiating tactics can prevent counter offers from being signed. Sellers who personalize low-ball offers and let emotions get in the way of productive discussions may miss out on valuable opportunities.

Maintaining a balanced approach to negotiations and focusing on win-win outcomes can help sellers navigate through challenging negotiations and increase the chances of closing a deal.

12. Timing

Timing is a crucial factor in business sales. Sometimes, even with all other aspects aligned, the timing may not be right for a successful sale. Market conditions, buyer preferences, and external factors can influence the timing of a business sale.

Sellers should aim to sell their business during periods of favorable market conditions when lender capital is readily available. It’s important to seize opportunities when the business is performing well and maximize its value before waiting too long.

Bonus Reason: Trying to Hide Negative Business Information

Another reason why some businesses fail to sell involves hiding negative or problematic business information. However, this approach rarely yields positive results. During the due diligence process, potential buyers will likely uncover hidden issues, leading to a loss of trust and potentially derailing the sale.

Sellers should adopt a transparent and proactive approach by disclosing any negative information upfront. This allows sellers to address concerns and develop plans to mitigate or resolve the issues, increasing the chances of a successful sale.


As you can see there are many reasons why some businesses fail to sell. By understanding the “Dirty Dozen” reasons why these businesses fail to sell, sellers can proactively address these challenges and increase their chances of a successful transaction. Pricing the business realistically, maintaining accurate records, and ensuring confidentiality are just a few key elements that can contribute to a smooth and profitable business sale. By working with experienced advisors and following best practices, sellers can navigate the complexities of the sales process and achieve their desired outcomes.

Remember, each business is unique, and it’s important to tailor the sales strategy to the specific circumstances and market conditions. By addressing the common obstacles highlighted in this article, sellers can position their businesses for a successful sale and achieve their goals.

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