How Much Does It Cost to Sell a Business in the UAE? Advisory Fees Explained

One of the first questions owners ask before starting a sale is a simple one: what will it cost? The honest answer is that the largest "cost" of selling a business is rarely the fees — it is the value left on the table by a poorly run process. Still, it helps to understand the real costs involved so you can plan and judge value for money. This guide breaks them down for the UAE market.

The main cost: M&A advisory fees

Most sell-side mandates are priced as a combination of two elements.

Retainer

A retainer is a modest fee, usually paid monthly, that funds the intensive early work — preparing the business for market, building the information memorandum and data room, and identifying and approaching buyers. It also signals commitment on both sides and helps ensure the advisor is properly resourced on your deal. Retainers are typically modest relative to the eventual success fee, and are often credited against it on completion.

Success fee

The success fee is the core of the economics: a percentage of the transaction value, payable only when the deal completes. Because most of the advisor's compensation is contingent on a successful outcome, their incentives are aligned with yours — they are paid well when you do well.

Success fees generally work on a sliding scale: the percentage tends to be higher for smaller transactions and lower, in percentage terms, for larger ones. Some mandates also include an "incentive" or ratchet — a higher percentage on value achieved above an agreed threshold — which further aligns the advisor with pushing for the best possible price. The exact structure depends on the size and complexity of the business, and is agreed transparently at the outset.

Other costs to budget for

Advisory fees are not the only cost of a transaction. Plan for:

• Legal fees — your lawyers draft and negotiate the sale and purchase agreement, review disclosures, and manage completion. This is essential; the terms behind the price protect what you actually keep.
• Tax and accounting advice — structuring the sale efficiently, and preparing clean (ideally audited) financials, may involve accounting and tax advisers. With UAE corporate tax now in force, specialist advice on the structure is worthwhile.
• Vendor due diligence (optional) — on larger deals, sellers sometimes commission their own due diligence report to present to buyers, which can speed the process and support value.
• Your time — the least visible cost. A sale is demanding on management; an advisor exists partly to protect your time so the business keeps performing.

How to think about value for money

The right question is not "how much do the fees cost?" but "does the process add more value than it costs?" In a competitive, well-run process, the uplift in price and terms — plus the higher certainty of actually completing, and the freedom to keep running your business — very often exceeds the fees several times over. A single extra bidder, or a better-negotiated warranty package, can be worth far more than the entire advisory fee.

Conversely, the cheapest option is rarely the best. An adviser who simply lists your business and waits for enquiries may charge less, but a targeted, competitive process typically delivers a materially better outcome. Our guide to the M&A advisor vs. business broker distinction explains why.

Questions to ask before you sign a mandate

• How is the fee structured — retainer, success fee, and any incentive above a threshold?
• Is the retainer credited against the success fee?
• What exactly is included (preparation, marketing, buyer outreach, negotiation, completion support)?
• How do you define "transaction value" for the fee calculation (enterprise value, equity value, treatment of debt and earn-outs)?
• What happens if the deal does not complete?

Clear answers to these questions up front prevent misunderstandings later and let you compare advisers on a like-for-like basis.

The takeaway

Selling a business in the UAE involves advisory fees (a retainer plus a success fee), legal and tax costs, and your time — but the dominant financial factor is the price and terms you achieve, which a strong process is designed to maximise. Judge cost against outcome, not in isolation. RV Capital agrees fees transparently at the outset, weighted heavily toward a successful result for you. Talk to us about your situation, in confidence and with no obligation.