How do I sell my roofing company, step by step?

Most roofing owners only sell once, so nobody hands them the playbook. This guide shows how to sell a roofing company in the order things actually happen, from the first honest talk with yourself to the day you hand over the keys. Each step ends with something you can do this month.

It's general information, not legal or tax advice. You'll want a CPA and an attorney who handles business sales on your side well before you sign anything. RetireFromTrades is not a broker. We don't list, market or negotiate sales. If you ask, we can introduce you to an independent licensed broker, and what happens from there is between you and them.

The nine steps on one screen

Step 1: decide what you actually want

Before you call anyone, write down your answers to these. Buyers and brokers will ask them, and your answers shape every later choice.

• Why are you selling? Retirement, health, burnout, a partner leaving, or a private equity letter that keeps showing up.
• When do you want to be out? Next year and five years from now lead to very different plans.
• Will you stay on? Some buyers want the owner around for a year or more. Others want a short handover.
• What matters besides price? Keeping your crews employed, keeping the company name, or selling to a key employee.
• What do you need to walk away with after debt and tax? That number, not the headline price, is what pays for retirement. The net proceeds calculator and the retirement gap tool give you a rough first look, no email needed.

The National Roofing Contractors Association suggests owners answer a short list before any succession planning starts, including how much cash you'll receive at closing, how much of the deal is contingent, and what taxes will be triggered and when. Talk to your spouse or partners now. A deal that falls apart because a co-owner wasn't on board wastes months.

Step 2: get the business ready

Most of the value you can add happens before a buyer ever sees your company. Contracting Business puts it bluntly: the time to work on your exit is three years before you want to sell, at a minimum. The things roofing buyers look at hardest:

• Clean books that match your tax returns. Lutz notes that buyers often need accrual-based statements, especially when commercial revenue is billed on percentage of completion.
• Revenue tracked by type: insurance and storm, retail reroof, commercial, new construction, repair and service. Storm work is valued below retail. Chisel Industries says storm revenue is valued at 0.5x to 0.7x the retail multiple.
• A production manager and a salesperson or estimator who can run jobs without you.
• A list of open warranties, callbacks and claims.
• Your contractor license and manufacturer certifications checked for what happens on a change of ownership.
• Clean insurance claim practices. Covering a customer's deductible is against the law in Texas under Business and Commerce Code 27.02, and buyers check sales practices in every storm state.

The roofing value drivers page ranks these by how much they move the price, and storm vs retail revenue covers the mix in detail.

The full list, grouped so you can work through it, is in the prepare your roofing company for sale checklist. The selling a roofing company timeline shows how the years and months usually stack up. To see how much the business leans on you, take the owner dependence test.

Step 3: understand what your company is worth

You need a realistic range before you talk to buyers. Start too high and good buyers walk. Start too low and you leave money on the table.

Most owner-run roofers are priced on a multiple of seller's discretionary earnings (SDE). Larger companies with managers in place are priced on adjusted EBITDA. The SDE vs EBITDA guide explains which one applies to you, and the add-backs checklist shows how to get your earnings figure right.

Be careful with the multiples you hear. There is no published sold-deal multiple benchmark for small roofing companies. What BizBuySell publishes for roofing is asking prices: a median asking multiple of 3.16x SDE across 147 listings, and asking prices run above what businesses actually sell for.

For a starting point, get your free estimate. It takes about 5 minutes, asks for an email on the last step so we can send your result, and never asks for a phone number. It's illustrative, not an appraisal, but it shows the top three things holding your number back. For a formal opinion, use a credentialed appraiser or a licensed broker working from real comparable sales.

Step 4: decide who will sell it, and who might buy it

Selling on your own or with help

You can sell on your own, but most owners use a business broker for smaller, owner-run companies or an M&A advisor for larger ones. A good one helps price the business, prepares the marketing package, screens buyers and keeps the process moving. Most are paid mainly through a success fee at closing. Get the fee and the length of the engagement in writing, and have your attorney read it.

Broker licensing varies by state. BizBuySell lists 17 states where business brokers must hold a real estate license, notes that Nevada also requires a business broker permit, and says Illinois requires registration with the state securities regulator instead. Ask any broker what licenses they hold in your state and check them with the state board.

The usual buyers for a roofing company

• Private equity platforms and their add-ons. Roofing is consolidating fast. Roofing Contractor reports that PE-backed roofing platforms went from 17 at the start of 2023 to 56 at the end of 2024.
• A larger roofer or exterior contractor that wants your territory, crews or commercial accounts.
• An individual buyer, often financed with an SBA loan. The SBA 7(a) program lists changes of ownership as an eligible use, with loans up to $5 million. Individuals still do a lot of small deals: in IBBA's Q4 2025 survey, first-time buyers made 46% of Main Street acquisitions.
• Insiders: a key employee, a family member or your management team. The retirement section covers those paths.

Step 5: protect confidentiality

Word travels fast in roofing. If crews, suppliers or competitors hear you're selling, you can lose foremen and customers before a deal is close.

• Have every serious buyer sign a non-disclosure agreement before they see financials.
• Market with a blind summary first and share the company name only after screening.
• Hold meetings and site visits after hours or away from the shop.
• Decide in advance when you'll tell key people. Usually that's late, often with a retention bonus agreed with the buyer.

Step 6: compare offers and sign a letter of intent

Interested buyers send an indication of interest, then a letter of intent (LOI). The LOI sets out price, structure, what's included, the exclusivity period and the main conditions. Most of it is usually non-binding, but exclusivity and confidentiality clauses often are.

Look past the headline number. Compare cash at closing against a seller note or earnout paid later, asset sale against stock sale (see asset vs stock sale), the working capital you must leave in the business, how long you're expected to stay, the non-compete, and who covers warranty work on past jobs.

On taxes, the IRS explains that selling a business for a lump sum is treated as a sale of each individual asset, and buyer and seller must use the residual method to allocate the price. When goodwill is part of the deal, both sides generally file Form 8594. How that allocation is split changes what you keep, so bring your CPA in before you sign the LOI.

Step 7: get through due diligence

Once the LOI is signed, the buyer checks everything. For a roofing company expect requests for three or more years of statements and tax returns, job costing, revenue by customer and by type, crew and pay records, subcontractor agreements and certificates of insurance, workers' comp history, warranty registrations and callback logs, licenses and certifications, fleet lists with payoffs, and signed backlog.

This is where deals slow down or get repriced, usually because something wasn't documented. A data room built before you go to market is the best way to keep diligence short. Keep selling hard during this period too. A slump during diligence gives the buyer a reason to lower the price.

Step 8: close

Your attorney and the buyer's attorney draft the purchase agreement. The SBA's guide on selling warns: don't leave out any assets and liabilities, or it can cause problems even after the sale. Expect negotiation over representations and warranties, indemnification, escrows or holdbacks, and the final working capital adjustment. At closing, funds move, loans get paid off, and titles and leases transfer.

Step 9: hand over well

The handover is where the value you sold is kept or lost. If you are still deciding how long to stay, read stay on or walk away. Introduce the new owner in person to your top GCs, property managers and adjusters. Pass on supplier and manufacturer rep relationships. Make sure license qualifiers and certifications are in place under the new owner. In California, for example, the CSLB says a departing qualifier must be replaced within 90 days. Florida gives a company 60 days to employ a new qualifying agent.

If your buyer uses an SBA loan, your role after closing is limited. Prencipe explains that under SBA SOP 50 10 8 the seller may be paid only as a consultant for up to 12 months, rising to 24 months under SOP 50 10 8.1 from October 1, 2026, depending on when the loan gets its SBA number.

Common mistakes

• Answering the first letter without a plan. One offer gives you no way to judge it. Know your range and your minimum first.
• Comparing headline prices. Compare cash at closing, after debt payoff and estimated tax.
• Pricing on your best storm year. Buyers re-base storm earnings to an average or a quiet year. Show them that version yourself.
• Bringing in your CPA and attorney after the LOI. By then price, structure and exclusivity are mostly set.
• Telling the whole team early. Leaks cost foremen and customers.
• Letting the business coast during diligence. A soft quarter becomes a price cut.

Questions to ask your CPA, attorney or broker

1. Will buyers price my company on SDE or adjusted EBITDA, and what is that figure for the last three years?
2. What do my numbers look like with storm years averaged out?
3. Asset sale or stock sale: what does each mean for my tax and for liabilities I keep?
4. How would you allocate the price across asset classes, and how does that change my tax?
5. What happens to my contractor license and qualifier in each state I work in?
6. How much of this offer is cash at closing, and what is at risk in the note and earnout?
7. What licenses do you hold in this state, and how are you paid if the deal does not close?
8. What should be in the non-compete, and who covers warranty claims on past jobs?

Sources

1. NRCA, Questions company owners should ask before succession planning begins
2. Contracting Business, The 12 Essential Steps for a Profitable Contracting Exit Strategy, Part I
3. Lutz, What Buyers Look For When Purchasing a Roofing Business
4. Chisel Industries, How to sell a roofing business
5. Texas Business and Commerce Code 27.02
6. BizBuySell, Roofing Businesses For Sale (listing-based multiples)
7. BizBuySell, Business Broker Licenses, Registrations, and Certifications
8. Roofing Contractor, What Contractors Need to Know About Private Equity in 2025
9. SBA, 7(a) loans
10. PR Newswire, IBBA and M&A Source Market Pulse Q4 2025
11. IRS, Sale of a Business
12. IRS, About Form 8594
13. SBA, Close or sell your business
14. California CSLB, Change in Personnel
15. Florida Statutes 489.119
16. Prencipe International, SBA caps how long your seller can stay
17. Axial, Roofing M&A Activity and Market Trends