How to buy a business that isn't for sale
Short answer
To buy a business that isn't listed, build a list of owner-run companies that fit your criteria, then contact owners directly with a short, respectful letter, email or call explaining who you are, why their business, and that you'd like a conversation, not a commitment. Most won't reply, some will say not now, and a few will be ready. Follow up politely over months.
Off-market deals take longer to find but often mean less competition and a seller who chose you.
Many owners would sell to the right person but will never list their business. They're busy, they're private, they don't want staff or customers to know, or they've simply never been asked. Asking is the whole strategy.
Build the list
- Start from your buy box: industry, size, location.
- Use trade associations, licensing databases (contractors, insurance agencies, pharmacies and others are licensed), local directories and maps.
- Look for signs of owner age or tenure: founded decades ago, long-time owner name on the door.
- Prioritize businesses you'd actually want to run.
What to send
Illustrative first letter (adapt to your voice)
Dear [owner name],
I'm [name], and I'm looking to buy and run one [type] business in [area] for the long term. I've followed [business name] for a while because [specific, genuine reason].
If you've ever thought about what happens to the business when you step back, I'd value a confidential conversation. No obligation, and if the answer is "not now", I understand completely.
[contact details]
The first conversation
- Listen to the owner's story and what they care about (staff, legacy, timing, money).
- Explain how you'd finance a purchase and what you'd need to see.
- Offer an NDA before asking for financials.
- Don't name a price until you've seen tax returns and bank statements.
Then treat it like any deal: verify earnings, LOI, diligence. See how to buy a business. If the owner is someone you already know, read buying from someone you know.
A first letter you can adapt
Dear [owner's first name],
I'm [your name], and I'm looking to buy and run one [industry] business in [area] for the long term. [Business name] came up repeatedly when I asked [customers / suppliers / people in the trade] who does good work.
I don't know whether you've thought about selling, now or in a few years. If you have, I'd value a confidential conversation about what matters to you: your staff, your customers, your name, and timing. I'm [one line on your background] and have financing [pre-qualification / your own capital] in place.
If now isn't the right time, I understand, and I won't contact anyone else at the business. My number is [phone].
[Name]
Keep it under 200 words, sign it by hand if you post it, and follow up once, a few weeks later. Never contact employees, customers or suppliers about a possible sale without the owner's permission.
Worked example: the outreach math
Illustrative example of a campaign, not typical response rates
A buyer lists 300 businesses that fit the buy box and sends letters in batches of 50 a week, with one follow-up. Say 18 owners reply, 9 agree to a conversation, 4 share financials under an NDA, 2 look worth pursuing after an earnings check, and one signs an LOI. Over six months, that's one serious deal from 300 letters. Your numbers will differ, but the shape is typical of any outreach: most of the work is the list and the follow-up, and the earnings check is where the remaining deals sort themselves out.
What off-market sellers usually care about
Owners who haven't listed are rarely thinking only about price. In conversations, the same concerns come up again and again: what happens to long-serving employees, whether customers will be looked after, whether the business keeps its name, how long they'd need to stay, and whether the buyer can actually close. You can address most of these without paying more: a written commitment to keep staff on current terms for a period, a transition plan with a defined end, keeping the name, and a lender pre-qualification letter. Ask the owner directly what a good outcome looks like for them. The answer often matters more to the deal than the last 5% of price.
Red flags in off-market deals
- An owner who wants a price before showing any records.
- Books that have never been prepared for a buyer: expect personal expenses mixed in, and budget time for your CPA.
- An owner with no plan for their own role after the sale; it can derail the transition.
- A family member or partner who hasn't been consulted and may object.
- Exclusivity you don't need. In an off-market deal you're often the only buyer; don't pay for it with a high price.
From first call to LOI without a broker
- First conversation: listen more than you talk. Ask what the owner has built, what they'd want for staff and customers, and what timing would suit them. Don't discuss price.
- NDA and documents: a short mutual NDA, then three years of tax returns, recent financials and bank statements.
- Your earnings check: rebuild SDE from the returns, test revenue against deposits, and run a financing test.
- A second meeting: walk the owner through what you found and how you'd structure a deal, including a transition and any seller note.
- A short LOI: price, structure, exclusivity, contingencies, timeline, drafted by your attorney.
Off-market sellers often need more time to decide than listed sellers, and many have never thought about structure. Patience and a clear, written explanation of your numbers matter more than speed.
What an off-market seller won't have ready
An owner who wasn't planning to sell hasn't prepared the business for buyers. Expect to help them pull together:
- Three years of tax returns and financial statements, often from their CPA.
- An explanation of personal expenses run through the business, which becomes the add-back schedule.
- Equipment and vehicle lists, often for the first time.
- Customer and revenue data by account, which may be in a billing system nobody has exported.
- The lease, contracts and licences, sometimes found in a drawer.
Be patient and specific. Send one list, explain why each item matters to a lender, and offer to have your accountant talk to theirs. An owner who sees you making their life easier is more likely to keep going.
Advisers on the other side
Many owners will bring in their CPA or attorney once a conversation gets serious, and sometimes a broker. That is good for you: a seller with advisers is more likely to close, and an adviser can explain to the owner why a lender needs what you asked for. Don't try to keep the deal "between the two of you". If a broker is brought in late, expect the price conversation to change.
Keep a simple log of every owner you contact: date, channel, reply and next step. Off-market deals often come from the third or fourth contact, months after the first, when something in the owner's life has changed.
When an owner says no, ask whether you can stay in touch, and send a short note every few months.
Frequently asked questions
How do I find owners to contact?
Industry directories, trade associations, state licensing databases, local business listings and your own network. Focus on businesses that fit your size and location criteria.
What should I say in the first letter?
Who you are, why you're interested in their kind of business, that you'd keep the name and staff if that's true, and that you're asking for a confidential conversation. Keep it short and personal.
How many owners should I contact?
Enough to produce a handful of conversations; response rates are low. Plan for consistent outreach over months rather than one big mailing.
How do I value an off-market business?
The same way as any other: verified earnings, financing capacity, and for SBA deals the lender's independent valuation. Off-market doesn't mean cheap.
What should I do when an owner says 'make me an offer'?
Don't name a number yet. Ask for the documents you'd need to make an informed one: three years of tax returns, recent financials and bank statements, under an NDA. Explain that your offer will be based on what the records support and what financing allows. Owners respect a buyer who has a process.
Is it ethical to approach an owner whose business isn't for sale?
Yes, if you're respectful and discreet: contact the owner directly, not staff or customers, accept a no gracefully, and keep anything they share confidential. Many owners appreciate a serious inquiry even if the answer is not now.
Sources
- SBA: Buy an existing business or franchise
- IRS: Get transcript
- FTC Telemarketing Sales Rule, 16 CFR Part 310 (rules on calling; business-to-business calls are mostly exempt but worth knowing)
- NASS (secretaries of state, for business entity searches)
Related guides
General information, not legal, tax, financial or investment advice. Rules and lender practices change; check the linked sources and talk to your attorney, CPA and lender about your deal. Examples with named numbers are illustrations, not real businesses. OKtoBuy's Deal Check does not value businesses or give price opinions.