Selling a business in Texas
I work with Texas owners in home and commercial services, fitness, sports and recreation, and franchise resales. I’ve bought, run and sold a business myself, so I know what it takes to get yours across the finish line.
- Bought, grew and sold a senior care business, carried it through the pandemic, and exited about six years after the purchase
- More than 1,000 employees on payroll at the peak of my time as owner
- Corporate finance first forecasting, P&L and margin work at manufacturers large and small, plus an MBA
- 5.2 month median time to close published by Iconic, with a buyer database of more than 850 million profiles
- Success fee only nothing is owed to Iconic unless your sale closes
Texas has millions of small companies and buyers who want in.
Small firms create most of the new jobs in Texas. BizBuySell's 2025 closing data for four Texas metros shows what those companies actually sold for.
The SBA counts 5.1 million Texans on small business payrolls. From March 2023 to March 2024, small firms added 148,641 net new jobs, or 84.0% of the state's gain.
Source: SBA Office of Advocacy, 2025 Small Business Profile: Texas
Texas small businesses employ 769,193 people in health care and social assistance and 734,635 in accommodation and food services. Construction follows with 523,448, then professional services with 460,103 and retail with 402,857.
Source: SBA Office of Advocacy, 2025 Small Business Profile: Texas
Dallas Fort Worth logged 328 reported sales at a $305,000 median and 2.54x. Austin sold at a $425,000 median, while Houston's 219 sales had a $180,500 median at 2.27x. San Antonio took a 227 day median to sell.
Source: BizBuySell, Insight Report data tables (2025 closed deals, Q3 2026 listings)
BizBuySell counted 2,132 small business sales nationwide in Q3 2026, with the median price up 17% to $350,000. More than one in four owners planning a sale are considering selling sooner.
Sources: Business Wire via Finviz, BizBuySell Q3 2026 Insight Report release, Oct 2026, BizBuySell, 2025 year in review
Texas rules a buyer will check before money changes hands.
Texas puts some of a seller's tax history on the buyer, and several permits stop at the sale. Knowing these early keeps cash out of escrow and the doors open at closing.
Certificate of no tax due
Under Texas Tax Code 111.020, a buyer must withhold enough of the price to cover the seller's unpaid state taxes. Without a certificate of no tax due, the buyer can owe them, up to the purchase price.
Request the certificate before closing
Buyer and seller file Form 86 114 together, and the Comptroller charges nothing. A certificate usually arrives within 10 business days, but an audit can stretch that to 90 days.
Franchise tax and the final report
Most entities formed or doing business in Texas owe franchise tax. For 2026 and 2027 reports, no tax is due below $2,650,000 of revenue. An entity that terminates or merges files a final report first.
Sales tax permits stay with the seller
The Comptroller says a sales tax permit cannot move from one business to another. The buyer applies for its own permit, so the timing needs to line up with closing day.
TABC permits do not transfer
When ownership changes, the new owner must apply for its own alcohol license or permit. Bars, restaurants and package stores plan this application well ahead of closing.
Workers comp is optional, with paperwork
Most private Texas employers choose whether to carry workers comp. Nonsubscribers must file DWC Form 005 and post notice to employees. Buyers review which path you chose and your claims history.
Sources: Texas Comptroller, Publication 98 117, Buying an Existing Business, Texas Comptroller, sales tax registration help for buyers of an existing business, Texas Comptroller, franchise tax, Texas Comptroller, sales tax FAQ on buying or selling a business, Texas Alcoholic Beverage Commission, FAQs, Texas Department of Insurance, employers without coverage (nonsubscribers), Texas Business and Commerce Code 15.50, covenants not to compete
This overview is meant to flag Texas rules early; your CPA and attorney decide how each one applies to your deal.
Across the Texas Triangle, out to El Paso and the Valley
I work with owners in Houston, Dallas Fort Worth, Austin, San Antonio, El Paso, the Rio Grande Valley and Corpus Christi. The process runs online, through calls, video and a secure data room, with visits as needed. Competition for attention is real: BizBuySell showed 14,315 listings around Dallas Fort Worth and 8,949 around Houston in Q3 2026.
Texas licensing
Texas does not currently require a real estate license to broker the business portion of a sale. Property and lease assignments in a deal are handled by a Texas licensed real estate professional.
The first documents a buyer asks a Texas owner for.
A first time buyer with an SBA lender and a sponsor backed platform start with much the same list. I assemble it before your business is shown to anyone.
Tax returns and financials for three years
Federal returns, P&Ls and balance sheets that reconcile, plus this year to date. Under the SBA rules effective October 2026, loans are sized on historical earnings.
Documented add backs
Your salary, perks and one time expenses, each tied to a statement or invoice. Anything a buyer cannot trace usually gets dropped.
Comptroller account status
A Statement of Account or certificate of no tax due for every tax you are permitted for. This is what frees the buyer from withholding part of the price.
Franchise tax reports
Filed reports and proof the entity is in good standing. A buyer of shares inherits any gap, and a seller winding down needs a final report.
Sales tax returns and permits
Returns for each outlet and a list of active permits. The buyer must get its own permit, so these also set the closing checklist.
Workers comp position
Your policy and loss runs, or your nonsubscriber notice filings and injury benefit plan. Buyers want to know what injury claims could follow the business.
Revenue by customer
Three years of sales by account. If one customer or general contractor drives more than a quarter of revenue, expect tighter terms.
Team, roles and permits
An org chart with pay and tenure, plus who holds each permit or key relationship. TABC and similar permits must be reapplied for by the buyer.
Leases and equipment
Your lease with renewal terms and an equipment list with age and condition. Lease assignments are handled by a Texas licensed real estate professional.
| What pushes your price down | What pushes your price up |
|---|---|
| Unfiled or disputed state tax accounts with the Comptroller | A certificate of no tax due requested early and ready for closing |
| Revenue resting on one builder, contractor or account | Hundreds of customers and a base of service agreements |
| An owner who prices every job and answers every call | A general manager and lead techs who run daily work |
| A growth story that depends on next year's forecast | Three years of earnings that already cover the loan payment |
| A lease ending within a year and aging vans or equipment | Renewal options in place and a maintained, documented fleet |
| No workers comp and no written injury plan | Coverage or a documented nonsubscriber program with a clean record |
Platforms, national distributors, operators and family offices are buying in Texas.
The Texas deals below came from four kinds of buyers. Individuals with SBA loans make up a fifth group, and they buy many of the smallest companies.
| Buyer type | What they pay for | Active examples |
|---|---|---|
| Sponsor backed platformsFinancial | Fire safety, HVAC, plumbing, packaging and IT firms that add a Texas market or service line. | Bluejack Fire & Life Safety (Agellus Capital), Impact Climate Technologies (Ardian), Specialized Packaging Group (Altamont Capital Partners), Kimbel Mechanical Systems (Good Springs Capital), Velocity FBO Network (Tallvine Partners) |
| National distributors and service leadersStrategic | Local names with loyal contractor or facility customers and staff who stay. | White Cap, ABC Supply, Pye Barker Fire & Safety, Ambius, Nexus IT |
| Regional operatorsStrategic | Neighbors that fill out a service area, a club network or a border logistics footprint. | Paschal Air, Plumbing & Electric; Villa Sport; Imperative Logistics; UrbanBuild |
| Family officesFinancial | A profitable founder business to hold and grow, often with the family keeping a stake. | Carroll Capital (Charlie's Plumbing, Houston); Bauer Investments, backer of UrbanBuild |
| Individual buyersSBA financed | Steady owner run companies whose past earnings cover the debt at 1.25x. | First time owners and searchers; 78% of buyers BizBuySell surveyed expect to use SBA financing |
Sources: PrivSource, Bluejack Fire & Life Safety acquires Phillips Fire & Life Safety, Aug 2026, PrivSource, Impact Climate Technologies acquires Larry Wunsch & Associates, Jan 2026, PrivSource, Specialized Packaging Group acquires DFW Crating & Packaging, Sep 2026, PrivSource, Kimbel Mechanical Systems acquires Gibson Plumbing Company, May 2025, PrivSource, Velocity FBO Network acquires SkyPlace FBO, Aug 2026, Distribution Strategy, White Cap completes Ace Contractors Supply acquisition, Sep 2026, Industrial Distribution, ABC Supply acquires South Texas distributor, Aug 2026, Pye Barker Fire & Safety, FSD Protection acquisition press release, Nov 2025, MyChesCo, Ambius acquires two Austin plantscape firms, Sep 2025, PrivSource, Nexus IT acquires Loyal IT, Aug 2026, Paschal Air, Plumbing & Electric, JAK Services is now Paschal, Jul 2025, Athletech News, Villa Sport acquires Memorial Athletic Club, Mar 2026, PrivSource, Imperative Logistics adds RM Customhouse Brokers, Sep 2026, PrivSource, UrbanBuild acquires controlling interest in We Cool, Feb 2026, PrivSource, Carroll Capital acquires Charlie's Plumbing, Oct 2025, BizBuySell, Insight Report, Starfield & Smith, change of ownership under SBA SOP 50 10 8.1, Sep 2026
Texas acquisitions announced in 2025 and 2026.
Each row is a public announcement, and almost none disclose a price. Read the list for who is shopping in Texas, not for what your company is worth.
| Date | Buyer | Target | Type | Value |
|---|---|---|---|---|
| Sep 2026 | Specialized Packaging Group (Altamont Capital Partners) | DFW Crating & PackagingGrand Prairie; protective packaging and custom crating for the Dallas Fort Worth market | Add on | Undisclosed |
| Sep 2026 | Imperative Logistics | RM Customhouse BrokersEl Paso area; customs brokerage and bonded warehousing | Add on | Undisclosed |
| Sep 2026 | White Cap | Ace Contractors SupplyAustin; owner run supplier of rebar, concrete accessories and jobsite consumables | Strategic | Undisclosed |
| Aug 2026 | ABC Supply | Martini Brick SalesCorpus Christi; masonry distributor founded in 1957, keeping its name and staff | Strategic | Undisclosed |
| Aug 2026 | Nexus IT | Loyal ITAustin; managed IT, cybersecurity and compliance services | Strategic | Undisclosed |
| Aug 2026 | Bluejack Fire & Life Safety (Agellus Capital) | Phillips Fire & Life SafetyHouston; fire protection services | Add on | Undisclosed |
Show all 15 deals
| Date | Buyer | Target | Type | Value |
|---|---|---|---|---|
| Aug 2026 | Velocity FBO Network (Tallvine Partners) | SkyPlace FBOSan Antonio International Airport; the network's sixth location | Add on | Undisclosed |
| Mar 2026 | Villa Sport | Memorial Athletic ClubHouston; athletic club open more than 40 years, staff retained | Strategic | Undisclosed |
| Feb 2026 | UrbanBuild (Bauer Investments) | We CoolAustin; HVAC and plumbing for West Austin and the Hill Country | Controlling stake | Undisclosed |
| Jan 2026 | Impact Climate Technologies (Ardian) | Larry Wunsch & AssociatesSan Antonio; commercial HVAC and plumbing equipment rep, keeping its name and leaders | Add on | Undisclosed |
| Nov 2025 | Pye Barker Fire & Safety | FSD ProtectionHouston; fire alarm and sprinkler inspection for health care, multifamily and schools | Strategic | Undisclosed |
| Oct 2025 | Carroll Capital | Charlie's PlumbingHouston; 24/7 commercial plumbing, founding family stays as shareholders | Family office | Undisclosed |
| Sep 2025 | Ambius | Creative Plant Designs and Plant Management AssociatesAustin; two interior plantscape firms serving the city for 35+ years | Strategic | Undisclosed |
| Jul 2025 | Paschal Air, Plumbing & Electric | JAK ServicesKeller; Dallas Fort Worth HVAC company founded in 2003 | Strategic | Undisclosed |
| May 2025 | Kimbel Mechanical Systems (Good Springs Capital) | Gibson Plumbing CompanySan Antonio; residential plumbing contractor | Add on | Undisclosed |
National buyers keep the local name
ABC Supply kept the Martini Brick Sales name and staff. Larry Wunsch & Associates kept its name and leadership. A trusted Texas brand is part of what these buyers pay for.
Fire, HVAC and plumbing service draw repeat bidders
Six of these deals involve fire protection, HVAC or plumbing companies in Houston, Austin, San Antonio and Keller. Inspection schedules and maintenance work give buyers revenue they can count on.
Family owned buyers are in the mix too
A family office bought Charlie's Plumbing and left the founders as shareholders. Family owned Villa Sport bought a Houston club and kept its staff. Private equity is only one route.
What is your Texas business worth?
Most Texas companies with under roughly $1 million of owner earnings are priced on SDE. Once a management team runs the business, buyers switch to adjusted EBITDA.
Illustrative only, not a valuation.
Published ranges for Texas businesses
- Texas metro sales in 2025 averaged 2.27x to 2.54x cash flow: Houston 2.27x, San Antonio 2.38x, Austin 2.48x, Dallas Fort Worth 2.54x (BizBuySell)
- Q3 2026 Texas metro listings asked 2.90x to 3.12x cash flow, which is asking price, not sale price (BizBuySell)
- All U.S. small business sales in 2025 averaged 2.61x cash flow across 9,586 closed deals, at a $350,000 median (BizBuySell)
- Businesses above $1 million averaged 3.73x cash flow, compared with 2.30x below that line (BizBuySell Insight Report)
- Sponsor deals under $25 million of enterprise value averaged 6.3x to 6.9x adjusted EBITDA in H1 2025, with 7.2x overall (GF Data)
Sources: BizBuySell, Insight Report data tables (2025 closed deals, Q3 2026 listings), BizBuySell, 2025 year in review, BizBuySell, Insight Report, Middle Market Growth, GF Data report for H1 2025
The starting ranges come from the Texas metro and national figures above. How far each answer shifts them is my own call, not an appraisal.
Where Texas sellers give up value they could have kept.
Most of these take months, not days, to fix. A handful come straight from Texas rules and surface at the closing table.
Waiting on the Comptroller
A certificate can take 10 business days, or up to 90 with an audit. Asking late leaves part of your price withheld.
Cost: Money parked until taxes clear
Letting franchise tax filings slip
Buyers of shares inherit the entity's history, and a terminating entity must file its final report first. Gaps slow everything down.
Cost: A delayed closing or a special indemnity
Assuming permits come with the keys
Sales tax and TABC permits stay with the seller. A buyer without its own permit on day one cannot sell legally.
Cost: Lost sales or a pushed closing date
Treating nonsubscriber status as a footnote
Buyers ask how injuries are handled when there is no workers comp. Missing DWC filings or an unwritten plan reads as risk.
Cost: A lower offer or more held in escrow
Pricing off a forecast
SBA lenders size loans on historical earnings at 1.25x coverage. Tomorrow's growth does not raise today's loan amount.
Cost: Fewer buyers who can finance the price
Talking to one local competitor only
National distributors and sponsor platforms are paying for Texas footholds. With a single bidder, you lose the comparison.
Cost: No tension on price or terms
Holding every relationship personally
When customers and vendors only call you, a buyer sees risk in your exit. They hedge with earnouts and longer transitions.
Cost: Part of the price tied to later results
Writing a noncompete that overreaches
Texas enforces a noncompete only with reasonable limits on time, area and activity. An overbroad clause invites a fight.
Cost: Weaker goodwill protection for the buyer
Questions Texas owners ask me before selling.
What is a certificate of no tax due in Texas?
It is the Comptroller's confirmation that the seller owes none of the state taxes it collects. Tax Code 111.020 requires a buyer to withhold enough to cover unpaid taxes unless one is issued. Without it, the buyer can owe up to the purchase price.
How long does the Comptroller take?
Usually about 10 business days after buyer and seller file Form 86 114 together. If the Comptroller audits the seller's books, it can take up to 90 days. The request must go in before the sale closes.
Can a buyer take over my TABC permit?
No. TABC says a license or permit cannot be transferred when a business changes hands. The buyer applies in its own name, and I build that timing into the closing plan.
Will my noncompete hold up in Texas?
Texas Business and Commerce Code 15.50 enforces a noncompete tied to an enforceable agreement. Its limits on time, geography and activity must be reasonable and protect goodwill. Your attorney sets the terms.
I do not carry workers comp. Is that a problem for a buyer?
Not by itself, since most Texas employers can choose. Nonsubscribers must file DWC Form 005 and post notice to employees. Buyers will check those filings and any injury history.
What multiple will my Texas business sell for?
BizBuySell's 2025 data puts Texas metro sales at 2.27x to 2.54x cash flow. Larger companies with managers sell on EBITDA, and GF Data shows 6.3x to 6.9x for sponsor deals under $25 million.
Who is buying Texas businesses right now?
Sponsor platforms in fire safety, HVAC and packaging, plus national distributors like White Cap and ABC Supply. Regional operators, family offices and individuals with SBA loans are active too.
Do you only work with large Texas companies?
No. I work with Main Street and lower middle market owners. If your business has steady profit and you want options, a conversation is worth having.
How much cash does an SBA buyer need now?
Since October 1, 2026, most acquisition loans call for a 10% equity injection. A seller note can supply no more than half of it. Coverage is tested at 1.25x on past earnings.
How long will my sale take?
Iconic publishes a 5.2 month median time to close. In BizBuySell's 2025 data, Texas metro businesses spent 135 to 227 median days on market. Comptroller certificates and new permits add steps.
Terms buyers will use
- SDE
- Seller's discretionary earnings: profit before tax with one owner's salary, benefits and one off costs added back.
- Adjusted EBITDA
- Operating profit before interest, taxes, depreciation and amortization, normalized for unusual items and fair management pay.
- Certificate of no tax due
- A Texas Comptroller document stating the seller owes no state tax, which protects the buyer from successor liability.
- Statement of Account
- The Comptroller's tally of what a seller still owes; the buyer withholds that sum until it is paid.
- Successor liability
- When a new owner becomes answerable for taxes the previous owner left unpaid.
- Franchise tax
- Texas's yearly privilege tax on entities formed or doing business here. For 2026 and 2027 reports, none is due below $2,650,000 of revenue.
- Nonsubscriber
- A Texas employer that has chosen not to carry workers comp insurance.
- TABC
- The Texas Alcoholic Beverage Commission, which issues alcohol licenses and permits that never pass to a new owner.
- Covenant not to compete
- A seller's promise not to run a competing business for a set time and area after the sale.
- Platform company
- The first business an investor buys in an industry, which later acquisitions are bolted onto.
- Add on
- A follow up purchase that brings a platform new territory, customers or services.
- Seller note
- Financing the seller provides by accepting part of the price in installments after closing.
- Quality of earnings (QoE)
- An accounting firm's check of whether reported profit holds up; required on many SBA deals of $3 million or more.
Own a business in Texas? Schedule a complimentary call with Max!
Book a private, no pressure call. We will look at your earnings and Texas filings the way a buyer would, and pick the first things to tighten.
Sources (31)
- SBA Office of Advocacy, 2025 Small Business Profile: Texas
- BizBuySell, Insight Report data tables (2025 closed deals, Q3 2026 listings)
- Business Wire via Finviz, BizBuySell Q3 2026 Insight Report release, Oct 2026
- BizBuySell, Insight Report
- BizBuySell, 2025 year in review
- Middle Market Growth, GF Data report for H1 2025
- Starfield & Smith, change of ownership under SBA SOP 50 10 8.1, Sep 2026
- PilieroMazza, SBA 7(a) changes for business acquisitions, Aug 2026
- Texas Comptroller, Publication 98 117, Buying an Existing Business
- Texas Comptroller, sales tax registration help for buyers of an existing business
- Texas Comptroller, franchise tax
- Texas Comptroller, sales tax FAQ on buying or selling a business
- Texas Alcoholic Beverage Commission, FAQs
- Texas Department of Insurance, employers without coverage (nonsubscribers)
- Texas Business and Commerce Code 15.50, covenants not to compete
- PrivSource, Specialized Packaging Group acquires DFW Crating & Packaging, Sep 2026
- PrivSource, Imperative Logistics adds RM Customhouse Brokers, Sep 2026
- Distribution Strategy, White Cap completes Ace Contractors Supply acquisition, Sep 2026
- Industrial Distribution, ABC Supply acquires South Texas distributor, Aug 2026
- PrivSource, Nexus IT acquires Loyal IT, Aug 2026
- PrivSource, Bluejack Fire & Life Safety acquires Phillips Fire & Life Safety, Aug 2026
- PrivSource, Velocity FBO Network acquires SkyPlace FBO, Aug 2026
- Athletech News, Villa Sport acquires Memorial Athletic Club, Mar 2026
- PrivSource, UrbanBuild acquires controlling interest in We Cool, Feb 2026
- PrivSource, Impact Climate Technologies acquires Larry Wunsch & Associates, Jan 2026
- Pye Barker Fire & Safety, FSD Protection acquisition press release, Nov 2025
- PrivSource, Carroll Capital acquires Charlie's Plumbing, Oct 2025
- MyChesCo, Ambius acquires two Austin plantscape firms, Sep 2025
- Paschal Air, Plumbing & Electric, JAK Services is now Paschal, Jul 2025
- PrivSource, Kimbel Mechanical Systems acquires Gibson Plumbing Company, May 2025
- Iconic, iconic.co (firm figures as published)
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