By Dominique Maddox, CBI, CFE | EATS Broker — Dallas Restaurant Broker | www.EATSbroker.com
Most restaurant owners have no idea what their business is actually worth, or how to sell a restaurant until someone asks. And by then, they’ve already lost thousands of dollars, weeks of momentum, or the only serious buyer who walked through the door. How to sell your restaurant is a topic EATS Broker covers on a daily basis with restaurant owners.
I’ve been selling restaurants since 2010. In that time, I’ve worked with independent operators, Baby Boomer owners who built something from nothing, and multi-unit franchise operators ready to cash out. One thing that never changes: the owners who sell faster, close cleaner, and walk away with more money are the ones who understood the process before they listed.
This guide walks you through every phase of how to sell a restaurant in Texas and nationwide from getting your financials ready to sitting at the closing table and getting paid. Whether you’re in Dallas, Houston, Austin, or anywhere in between, the fundamentals are the same. Let’s get into it.
Step 1: Know What You’re Actually Selling (Restaurant Valuation First)
Before you list a single thing, you need an honest number. Not the number you think your restaurant is worth, the number the market will support.
Restaurant valuations are typically calculated using a multiple of Seller’s Discretionary Earnings (SDE) or EBITDA, depending on the deal size. For most independent and franchise restaurants in the $100,000–$5,000,000 range, we’re looking at 1.5x to 3x the adjusted net income. Variables that affect that multiple include lease terms, franchise brand strength, equipment condition, staff retention, and how clean the books are.
I’ve seen Dallas restaurant owners overprice by 30% because they based their number on emotion, not data. I’ve also seen Houston operators leave $150,000 on the table because they didn’t know how to add back legitimate owner expenses. Both mistakes are preventable with a proper valuation.
Restaurant Broker Tip: Gather three full years of Profit and Loss statements and your most recent tax returns before requesting a valuation. Clean, organized financials signal to buyers that you run a professional operation, and they will pay more for that perception.
Step 2: Get Your Documents Together Before You List
Nothing kills momentum in a restaurant sale faster than a seller who can’t produce documents when a qualified buyer is ready to move. At EATS Broker, I require the following before we go to market:
- 3 years of monthly Profit & Loss statements
- 2–3 years of business tax returns
- Current lease and all amendments
- Equipment list (with ages and ownership status)
- POS sales summary (12–24 months)
- Franchise Disclosure Document (FDD), if applicable
- Utility and vendor account information
- Organizational/corporate documents confirming the entity is in good standing
You don’t need everything on day one, but you need to be working toward it. Buyers in Austin, Frisco, and Sugar Land are active right now, when they’re ready to make an offer, hesitation on document requests can cause them to walk.
If your restaurant is a franchise resale of Papa John’s, Jimmy John’s, Marco’s Pizza, or Firehouse Subs, add the Franchise Transfer Disclosure requirements from your franchisor to the list. The franchise approval process runs parallel to the sale and adds 30–60 days if not started early.
Step 3: Sign a Listing Agreement and Go to Market
Once you’ve had your valuation and your documents are organized, you’ll sign a listing agreement with your restaurant broker. This formalizes the relationship, confirms the asking price, and authorizes your broker to begin marketing.
At EATS Broker, we charge no upfront fees, no listing fees, and no marketing fees. You pay only when your restaurant sells. Our marketing program reaches prospective buyers nationwide through preferred placement on major business-for-sale platforms, our active buyer database, and targeted digital outreach.
Restaurant Broker Tip: confidentiality. In Dallas/Fort Worth, Houston, and across Texas, restaurant sales succeed when the owner keeps operating normally and the sale stays quiet. Employees, vendors, and landlords don’t need to know until the deal is closing. A skilled restaurant broker manages this, a general business broker often does not.
Step 4: The Discovery Phase — Showing Your Restaurant to Qualified Buyers
Once your listing goes live, buyers will begin inquiring. Not every inquiry is a serious one. Part of what EATS Broker does is filter, qualify, and educate buyers before they ever sit across from you.
The process works like this:
- Buyer signs a Confidentiality Agreement (CA) to receive the listing details, address, and financials summary.
- For listings under $100,000, buyers can visit as a customer without pre-qualification (most times in less it’s a Franchise).
- For listings over $100,000, we require proof of funds bank statement, 401(k) statement, or letter from a lender, before scheduling any back-of-house visit or seller meeting.
- Once pre-qualified, a buyer meeting is scheduled at the restaurant or via conference call.
Your time is valuable. You’re still running a restaurant while this process unfolds. I don’t put unqualified buyers in front of my clients. Period.
Restaurant Broker Tip: Update your financials quarterly during the listing period. A buyer who inquires in month five needs current numbers. Stale financials create doubt and doubt kills deals.
Step 5: Negotiate the Offer and Sign the Asset Purchase Agreement
When a buyer is ready to make an offer, EATS Broker drafts the Asset Purchase Agreement (APA). This is the primary legal document that governs the sale, it outlines the purchase price, what’s included (equipment, goodwill, lease, inventory), earnest money deposit, contingencies, and timeline.
Be prepared to negotiate. Most offers come in below asking price. That’s normal. What matters is knowing your floor, the minimum acceptable number given your carry costs, remaining lease obligations, and personal financial goals. A good broker helps you stay objective during this phase.
Standard escrow in Texas restaurant transactions is $10,000 or more, deposited by the buyer within three days of a signed agreement. Be realistic about the market. A restaurant that has been open 18 months with thin margins is going to be priced very differently than a profitable 10-year neighborhood institution in Plano or The Woodlands.
Step 6: Due Diligence — The Most Important 30 Days in the Process
Once the APA is signed, the due diligence period begins. This is when the buyer verifies everything you’ve represented about the business. In most Texas restaurant transactions, due diligence runs 14–30 days.
Your responsibilities during this phase:
- Provide all requested documents promptly (tax returns, POS reports, utility bills, vendor contracts)
- Contact your landlord to begin the lease assignment or transfer process
- Prepare a list of all vendors, utility providers, and active employees
- If franchise: contact the franchisor’s transfer department immediately
- Confirm there are no outstanding liens, unpaid taxes, or pending legal issues
- Collect recent invoices to validate physical inventory pricing at closing
Due diligence is where deals either accelerate or fall apart. Sellers who are responsive, transparent, and organized sail through this phase. Sellers who delay, hide problems, or appear disorganized create doubt in the buyer’s mind — and doubt is expensive.
Step 7: Closing — How You Get Paid
The closing process for a restaurant sale in Texas involves a licensed closing attorney, who manages the escrow funds, drafts final documents, and coordinates the wire transfers on closing day.
Key closing steps:
- Review all closing documents: Bill of Sale, Settlement Statement, Non-Compete Agreement
- Schedule a physical food and beverage inventory count within 24 hours of closing — the buyer pays for this separately
- Transfer utilities to the buyer’s name on closing day
- Sign the lease assignment documents with landlord approval
- Complete employee transition paperwork (termination or hiring by new owner)
- Receive your wire transfer at closing — you get paid at the table
Restaurant Broker Tip: On average, it takes 6–8 months to sell a restaurant in the Texas market. Some deals close faster — a well-priced, clean-books franchise in a high-traffic DFW location might move in 90 days. Others take longer. Patience, preparation, and the right broker make the difference.
Why Restaurant Owners in Texas Choose EATS Broker Over National Firms
There are large national brokerage firms that claim to specialize in restaurants. But there’s a difference between having a category for restaurant sales and being exclusively dedicated to them. EATS Broker sells nothing but restaurants, bars, nightclubs, and franchise resales. That’s it. That focus matters when your broker is reading your lease, calling your landlord, or navigating a franchise transfer with corporate.
I hold both the Certified Business Intermediary (CBI) designation from the International Business Brokers Association and the Certified Franchise Executive (CFE) designation from the International Franchise Association. Very few restaurant brokers in the country hold both. These aren’t decorations, they represent thousands of hours of training, tested against real transactions.
And my fee structure is straightforward: no upfront fees, no listing fees, no marketing fees. You pay when your restaurant sells. That’s the only arrangement I operate under — because it means my interests are aligned with yours from day one.
The Bottom Line
Selling a restaurant is not a real estate transaction. It’s not a simple business listing. It’s the sale of a living, breathing operation, with employees, a lease, a customer base, and often years of your life embedded in it. The process requires someone who speaks the language of restaurant operations fluently.
I’ve been that person for restaurant owners across Dallas, Houston, Austin, Atlanta, and beyond since 2010. The owners who come prepared, with organized financials, realistic expectations, and the right broker, close on their terms.
Ready to Find Out What Your Restaurant Is Actually Worth?
Whether you’ve been thinking about this for years or this week’s numbers finally pushed you to make a move, take the first step today.
Get Your Complimentary Restaurant Valuation: www.EATSbroker.com/restaurant-valuations
Book a Confidential Consultation: www.EATSbroker.com/contact-us | Call 404-993-4448
EATS Broker serves restaurant owners and buyers across Dallas, Houston, Austin, and nationwide.