Executive summary
Expect three primary cost lines when you sell my business in Singapore: (1) legal advisory fees, (2) M&A deal advisory fees, and (3) tax advisory fees.
Legal fees are commonly billed hourly or on a fee-cap basis tied to scope.
M&A advisors typically charge a non-refundable retainer plus a success fee on completion. A widely referenced success-fee model in private-company sales navigating mergers and acquisitions in Singapore is the Double Lehman scale: 10% on the first S$1m, 8% on the second S$1m, 6% on the third S$1m, 4% on the fourth S$1m, and 2% on amounts above S$4m.
You should also plan for tax advisory given there are taxes involved in a sale, particularly when structuring share sale vs asset sale options in mergers and acquisitions in Singapore law and practice. Many law firms work with specialist tax advisors where needed when you buy and sell business in Singapore.
————————————————————————————————————————————————-
What you get when you engage professional advisors
Selling a business is a high-stakes, multi-workstream process in mergers and acquisitions in Singapore. Across deal preparation, buyer engagement, diligence, documentation and closing, three professional lanes tend to drive outcomes and therefore, your cost base when you sell private limited company holdings or pursue other exit strategies:
- Legal advisory protects your position, documents the structure (including share sale vs asset sale analysis), and negotiates risk allocation through definitive agreements—critical for business valuation in Singapore protection.
- M&A advisory runs a competitive process (or targeted outreach), curates buyers, manages data room checklist workflows, and negotiates valuation and commercial terms aligned with your company valuation in Singapore goals.
- Tax advisory maps the tax consequences of the agreed structure so you don’t give away value inadvertently when navigating mergers and acquisitions in Singapore law and practice.
Done right, this spend reduces execution risk and optimises net proceeds, which is why experienced sellers treat it as an investment rather than an afterthought when they sell a business in Singapore.
————————————————————————————————————————————————-
1) Legal advisory fees
Your lawyers advise on the transaction structure (for example, share sale vs asset sale), draft and negotiate the term sheet and definitive agreements, coordinate with your advisors during diligence, and manage all signing/closing mechanics and conditions in mergers and acquisitions in Singapore. Where the buyer is a financial or individual investor, or where seller financing is contemplated, lawyers also draft promissory notes and related legal and commercial protections—essential safeguards when you buy and sell business in Singapore.
How fees are usually billed
As a seller preparing to sell my business in Singapore or sell private limited company shares, you will commonly see one of two billing approaches:
- Hourly billing: time-costed, reflecting actual effort for each workstream in mergers and acquisitions in Singapore law and practice.
- Fee-cap estimate: a capped amount based on anticipated scope (with clear assumptions on what’s in/out of scope).
What affects legal effort. Complexity (e.g., multiple entities, regulatory approvals), negotiation intensity, buyer profile (institutional vs. individual), and diligence findings all drive time. Even when you have already identified a buyer, it is still prudent to appoint counsel because gaps or unfavourable clauses in the transaction documents can be costly to correct later—particularly relevant for company valuation in Singapore protection and data room checklist organisation.
Practical takeaway: If you want predictability when navigating mergers and acquisitions in Singapore, ask for a fee-cap tied to a clearly defined scope and change-order mechanism. That keeps incentives aligned while preserving flexibility if the process expands.
————————————————————————————————————————————————-
2) M&A advisory fees
Why engage an M&A advisor. On the sell-side when you sell my business in Singapore, an advisor will: (a) position your business in business valuation in Singapore contexts; (b) shortlist and qualify buyers for mergers and acquisitions in Singapore; (c) manage process discipline and marketing materials; (d) orchestrate Q&A/diligence via a data room checklist; and (e) negotiate valuation/terms to completion in mergers and acquisitions in Singapore law and practice. Even in a targeted approach (rather than a broad auction), experienced advisors add leverage, organisation, and buyer access when you buy and sell business in Singapore.
How advisors charge. The most common model is a retainer/work fee (non-refundable), sometimes accompanied by a monthly fee during the process, plus a success fee paid only on a successful close. Market surveys of middle-market advisors confirm this retainer-plus-success-fee structure, with considerable variation in exact levels across firms and regions.
The Double Lehman success fee (widely referenced in private-company sales)
A frequently cited success-fee framework widely used when structuring mergers and acquisitions in Singapore and company valuation in Singapore outcomes is the Double Lehman scale, where the percentage decreases with each million-dollar tier:
- 10% on the first S$1 million
- 8% on the second S$1 million
- 6% on the third S$1 million
- 4% on the fourth S$1 million
- 2% on everything above S$4 million
This “10-8-6-4-2” schedule is referenced across corporate-finance resources and adapted broadly in mid-market M&A when you sell private limited company shares. In practice, advisors may negotiate variants, but the Double Lehman pattern is a standard point of reference for many sell-side mandates in mergers and acquisitions in Singapore law and practice.
Illustration of the Double Lehman math (a worked example)
Assume a sale price of S$8 million when you sell my business in Singapore. The success fee would be computed tier-by-tier as follows:
- 10% × first S$1m = S$100,000
- 8% × second S$1m = S$80,000
- 6% × third S$1m = S$60,000
- 4% × fourth S$1m = S$40,000
- 2% × remaining S$4m (above S$4m) = S$80,000
Total success fee = S$360,000
Again, the exact schedule is engagement-specific; some advisors use modified or modern Lehman variants, and deal-size, complexity and scope can influence the final structure in mergers and acquisitions in Singapore. Independent guides and surveys document the prevalence of retainers and success fees and the fact that percentages often step down as deal sizes increase.
What to align up front to minimise disputes
- The basis on which the success fee is calculated (e.g., equity value vs. enterprise value less certain items) in business valuation in Singapore.
- Minimum fees (if any) and when the retainer is creditable (or not) against the success fee when you sell private limited company holdings.
- Trigger events for success-fee payment (e.g., completion of the transaction in mergers and acquisitions in Singapore law and practice).
- Termination rights and any tail period.
Practical takeaway: Treat the engagement letter like a deal document when negotiating terms for buy and sell business in Singapore. This means you should define terms clearly, because ambiguity here can erase the very upside you hired the advisor to create. Market references confirm wide variation, so clarity is your best protection when navigating share sale vs asset sale structuring.
————————————————————————————————————————————————-
3) Tax advisory fees
There are taxes involved when selling a business in mergers and acquisitions in Singapore. The exact impact depends on your facts and the agreed deal structure, so owners typically retain experienced tax advisors (or rely on their lawyers to coordinate with specialists) for specific, situation-appropriate guidance. In Singapore, the tax authority (IRAS) publishes detailed guidance for various equity-based and employment-related scenarios; in practice, most corporate sellers work with professional advisors so that tax planning keeps pace with commercial negotiations in mergers and acquisitions in Singapore law and practice—particularly critical for company valuation in Singapore outcomes.
Practical takeaway: Involve tax advisors early when you sell my business in Singapore. Waiting until the end risks unnecessary leakage of value or last-minute changes that delay closing when considering share sale vs asset sale implications.
————————————————————————————————————————————————-
How to build (and control) your overall budget
Below is a process-oriented way to plan costs without guessing line-items for mergers and acquisitions in Singapore:
- Define transaction perimeter. Share sale vs asset sale; whether seller financing is contemplated; any regulatory approvals (these decisions affect legal scope and time in business valuation in Singapore and company valuation in Singapore analysis).
- Decide go-to-market approach. A targeted approach (curated buyers) vs. a broader auction changes the intensity and duration of the M&A advisor’s workload in mergers and acquisitions in Singapore—and therefore your fees when you sell private limited company shares.
- Run a scoping conversation with counsel. Ask for a fee-cap for a baseline process with clear assumptions (e.g., one round of main comments; two turns of mark-ups; standard conditions) in mergers and acquisitions in Singapore law and practice.
- Ask your M&A advisor for a transparent schedule. Request a written retainer amount (and whether monthly applies) and the success-fee schedule (e.g., Double Lehman) when structuring buy and sell business in Singapore. Third-party research confirms that retainers + success fees are the norm, but line-items and credits vary, so you should agree with your advisor in writing.
- Budget for tax. Scope a fixed-fee review of the agreed structure and a completion-deliverables package (e.g., memos/confirmations) so there are no surprises when you sell my business in Singapore.
- Track changes. If the process expands (extra workstreams, more buyer rounds), agree incremental budgets before proceeding. Maintain a clear data room checklist to control scope creep in mergers and acquisitions in Singapore.
————————————————————————————————————————————————-
Why “cheapest” can be expensive
While it’s sensible to control spend when navigating mergers and acquisitions in Singapore law and practice, under-lawyering or running without a process advisor can shift the cost into valuation give-ups, unfavourable risk allocation, or closing slippage when you sell private limited company holdings. In other words, the headline fee may be a fraction of the value at stake in business valuation in Singapore and company valuation in Singapore contexts:
- A seasoned M&A advisor can improve competitive tension, which directly affects price and terms in mergers and acquisitions in Singapore when you sell my business in Singapore.
- The Double Lehman success-fee model aligns incentives with price, stepping down as the consideration rises; independent references show how the 10-8-6-4-2 tiers work and why variants emerged in mergers and acquisitions in Singapore law and practice.
- Tax advice purchased late often costs more than advice purchased early. This is because reversing a signed structure is difficult when considering share sale vs asset sale implications for buy and sell business in Singapore.
————————————————————————————————————————————————-
Worked example for an end-to-end budgeting
Assume you’re preparing to sell my business in Singapore as a single-entity operating company via a share sale vs asset sale decision (in this case, share sale) with a targeted buyer outreach (not a full auction) aligned with mergers and acquisitions in Singapore best practices. You should appoint:
- Legal counsel on a fee-cap tied to a scope that includes term sheet, SPA, disclosure, closing deliverables, and basic coordination in mergers and acquisitions in Singapore law and practice.
- M&A advisor on a retainer (one-time) and success-fee using the Double Lehman schedule when you buy and sell business in Singapore. (Retainer is not credited against the success fee unless stated. Do confirm in writing.) Market surveys show that retainer-plus-success-fee structures are the norm across middle-market advisory in mergers and acquisitions in Singapore.
- Tax advisor on a fixed-fee to review the agreed structure and provide a short memo on implications and any filings when structuring company valuation in Singapore and business valuation in Singapore outcomes.
If the company ultimately sells for S$8 million when you sell private limited company shares, your success fee (per Double Lehman) computes tier-by-tier to S$360,000 (see the earlier worked math). Legal and tax fees depend on scope and complexity; the point is not to guess a number here but to lock assumptions and caps so you can manage to plan while maintaining your data room checklist efficiency.
————————————————————————————————————————————————-
Owner’s checklist (cost-control edition)
- Have I fixed the scope for legal, M&A advisory and tax (with caps where practical) for mergers and acquisitions in Singapore?
- Do I have the success-fee schedule in writing (e.g., Double Lehman 10-8-6-4-2) and clarity on credits/minimums when I sell my business in Singapore?
- Is my go-to-market plan aligned with budget (targeted vs. broad) in mergers and acquisitions in Singapore law and practice?
- Have I engaged tax advisors early to avoid structural surprises when considering share sale vs asset sale for sell private limited company transactions?
- Do I understand termination/tail clauses in the advisor engagement for buy and sell business in Singapore and business valuation in Singapore purposes?
————————————————————————————————————————————————-
FAQ
1) How do M&A advisors usually charge?
Commonly a retainer/work fee (sometimes monthly fee) plus a success fee on completion in mergers and acquisitions in Singapore. Independent fee-guide surveys document this structure across the middle market.
2) What is the Double Lehman success-fee formula?
A widely referenced schedule applying 10% / 8% / 6% / 4% / 2% to million-dollar tiers in mergers and acquisitions in Singapore law and practice, with the percentage declining as transaction value increases when you sell my business in Singapore. Variants exist, but Double Lehman remains a standard reference in private-company M&A and company valuation in Singapore discussions.
3) Are legal fees always charged on an hourly basis?
No. Sellers often agree fee-caps based on a defined scope when navigating mergers and acquisitions in Singapore. If the scope expands, budgets are adjusted by agreement in buy and sell business in Singapore transactions.
4) Do I need tax advisors if I already have lawyers?
Only if the transaction structure is complex in mergers and acquisitions in Singapore law and practice. There are taxes involved in a sale, particularly when considering share sale vs asset sale structures. Thus, many legal teams coordinate with specialist tax advisors so the structure and documentation align with tax outcomes and administrative requirements when you sell private limited company shares. IRAS issues detailed guidance for various equity- and employment-related matters, underscoring the value of specialist input for business valuation in Singapore and company valuation in Singapore outcomes.
5) Can I negotiate the advisor’s engagement letter?
Yes. Align the basis of calculation, credits/minimums, trigger events, and termination/tail in mergers and acquisitions in Singapore. Fee-guide surveys highlight that terms vary. Therefore, clarity up front avoids disputes when you sell my business in Singapore.
6) How do I compare two fee proposals fairly?
Normalise for the same base (what the success fee applies to), the same schedule (e.g., Double Lehman), and the same assumptions (scope, buyer universe, breadth of marketing) in mergers and acquisitions in Singapore law and practice.
7) What if the process stops?
The retainer is typically non-refundable when you buy and sell business in Singapore. Whether any portion is creditable against a future success fee depends on the engagement letter in mergers and acquisitions in Singapore. You should confirm with your advisor in writing. Market references note the ubiquity of retainers alongside success fees when considering share sale vs asset sale strategies.
8) Is the Double Lehman schedule universal?
No. It is widely referenced in mergers and acquisitions in Singapore law and practice, but some firms propose modified/modern structures. The classic 10-8-6-4-2 remains a common benchmark in private deals when you sell private limited company holdings.
9) Where do hidden costs creep in?
Scope creep (extra turns of documents, broadened buyer lists), late tax changes, or unclear success-fee bases in mergers and acquisitions in Singapore. The fix is clear scope, change-control, and written definitions for data room checklist management and business valuation in Singapore negotiations.
10) One thing I should do today?
Ask each advisor for their scope + pricing schedule (legal, M&A, tax) and reconcile them into a single budget tracker before you launch the process to sell my business in Singapore or company valuation in Singapore exercise.
————————————————————————————————————————————————-
For legal or media queries, please write to Waltson at waltson.tan@28falconlaw.com or send a WhatsApp message to +65 8079 0028.
Disclaimer: Our articles are intended for your general information only. They are not intended to be nor should they be regarded as or relied upon as legal advice. These articles neither constitute nor substitute independent legal advice, and you should still seek independent legal advice for your legal matters. You should consult qualified legal professionals before taking any action or omitting to take action in relation to the matters discussed in our articles.
