Why it matters
A long time on the market does not prove a problem. Niche businesses, larger deals, remote locations and sellers who start with a high price all take longer. It does tell you that something has stopped buyers so far, and you want to know what.
The usual explanations are a price above what the earnings support, figures that did not survive diligence, a lender who would not fund the deal, a lease or licence that could not be transferred, or a seller who changed their mind late. Each means something different for you. An overpriced business may be a good buy at the right price. A business that has failed diligence twice is a warning about its numbers, and you should look early for whatever the earlier buyers found.
Relisting can also blur the history. A business withdrawn and relisted through a different broker, with a new description or refreshed figures, looks new to anyone who missed the first listing. A new 12-month period can move a weaker stretch out of view, and an asking price that falls in steps shows how the market has responded.
Loupe brings listings from many sources together and records price changes and relistings, so the change history on a listing page shows some of this. It will not catch everything, particularly a business marketed privately in between, so ask directly. The "Check the asking price" button on a listing opens the valuation tool pre-filled with the listed figures, so you can see where the asking price sits against an indicative range. That range is only as reliable as the listed figures behind it.
Due diligence is the investigation a buyer carries out before committing to a purchase, testing the finances, contracts, legal position and operations against what the seller has described.
A business broker markets businesses for sale and manages the process on the seller's behalf. The broker is usually paid by the seller, mostly when a deal completes.
The asking price is the price a seller or broker puts on a business when it is listed. It is an opening position, not a valuation, and what it includes varies from listing to listing.
How to spot it
- The listing's change history shows a relisting, a price cut or a change of broker.
- The same business appears on different sites with different names, descriptions or figures.
- The description refers to a trading year that is now well out of date.
- The seller or broker mentions an earlier buyer who fell through, without saying why.
- The asking price has fallen more than once, yet still sits above the indicative range.
- The location, staff numbers or founding year match an older listing you have seen.
Questions to ask the seller
- How long has the business been for sale, and through which brokers or marketplaces?
- How many buyers have signed an NDA, made an offer or reached diligence?
- Why did earlier offers not complete? Did a buyer or lender raise a specific concern?
- How has the asking price changed, and what was it based on each time?
- Have the listed figures been updated since the business was first advertised, and why?
- What issues did earlier buyers raise in diligence, and what has been done about them?
Non-disclosure agreement (NDA)
A non-disclosure agreement is a contract in which a potential buyer promises to keep information about a business confidential. Sellers usually ask for one before sharing the business's name or detailed figures.
Documents to request
- Earlier teasers, listings or information memoranda for the business, with dates
- Any valuation or appraisal the asking price was based on
- Offers or letters of intent received, with buyer details removed, and the reason each did not proceed
- Any lender decline letters or conditions
- Monthly accounts covering the whole period the business has been on the market
- Correspondence with the landlord or licensing bodies if a transfer problem stopped an earlier deal