Sell My HR or Recruitment Agency – AI-Powered Brokerage & Valuation

Q: How long does it take to sell a recruitment agency?

Most sales complete in 3–6 months from preparation to close, depending on size, mix, buyer fit, DSOs, and data‑room readiness.

Q: How much is my agency worth?

Typically a multiple of SDE/EBITDA adjusted for NFI growth, GP%, client concentration, DSOs, contractor stability, compliance (IR35/GDPR/TUPE), and sector cyclicality. Larger RPO/MSP can also reference NFI multiples.

Q: How do you value an agency (methodology)?

We use AI‑assisted comps and drivers (mix, GP%, DSOs, productivity, frameworks/PSLs, claims history) to produce a range with sensitivities.

Q: What documents do I need for due diligence?

Clean financials; monthly NFI/GP bridge; debtor ageing; client list with NFI % and PSLs; contracts and rate cards; IR35/TUPE/GDPR policies; insurance; disputes/claims log; org chart and SOPs; ATS/CRM exports; payroll/contractor evidence.

Q: How are NFI and EBITDA verified?

Accounting exports, bank statements, debtor ageing, and reconciliations of perm fees and temp/contract GP with sampling of invoices, timesheets, and rate cards.

Q: Do I need audited financials?

Not always. Accurate, verifiable books with reconciled NFI/GP and consistent reporting are usually sufficient; larger deals may request reviews or audits.

Q: What are typical broker fees?

Success‑based commission (sliding by deal size) is standard. Some brokers charge optional upfront fees for valuation/exit‑readiness deliverables that reduce time‑to‑close.

Q: How do you keep the sale confidential?

NDA‑gated data rooms, anonymised teasers, and targeted outreach to vetted buyers only. Identities and sensitive data are disclosed in stages.

Q: What deal structures are common (cash vs earn‑out)?

A mix of cash at close plus earn‑out or deferred elements tied to NFI/EBITDA or retention is common; structure depends on risk, growth, and buyer type.

Q: Asset sale vs share sale — what’s the difference?

Asset sales transfer selected assets and liabilities; share sales transfer the company as a whole. Outcomes vary by tax, liability, and continuity.

Thinking of an exit? Get a data-driven valuation, a buyer-ready package, and a confidential process designed for staffing, search, and RPO/MSP firms.

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Confidential

AI-assisted comps

Data-room ready

Clear terms

How Much Is My HR/Recruitment Agency Worth?

Short answer: Valuation ≈ SDE/EBITDA × market multiple, anchored on Net Fee Income (NFI) and adjusted for mix (perm vs temp/contract), client concentration, fill ratio, gross margin, GP per consultant, sector cyclicality, compliance risk, and DSOs/cash conversion.

Valuation, in brief (5 steps)

Choose method: SDE multiple for owner‑led boutiques; EBITDA multiple for larger/systemised firms.
Normalise metrics: NFI, GP%, SGA run‑rate, consultant productivity, contractor base (FTE equivalents), and add‑backs.
Benchmark with comps: niche (tech/healthcare/blue‑collar), perm vs temp mix, RPO/MSP contracts, geographic footprint, and recession performance.
Adjust for risk: client/sector concentration, compliance (IR35/GDPR), contractor misclassification, legal claims, and tenure of key billers.
Run scenarios: base / upside / de‑risked (e.g., DSO improvement, contractor growth), then set a defensible range.

Recruitment Valuation Multiples in 2025 (Indicative)

Ranges vary by size, mix, and quality. Treat as directional bands, not guarantees.

Profile	Basis	Indicative Range*
Owner‑operated boutique (<$500k SDE)	SDE multiple	~2.0×–3.5× SDE
$1m–$5m EBITDA, diversified mix	EBITDA multiple	~3.5×–6.0× EBITDA
Contract‑heavy/RPO/MSP with strong retention	EBITDA / NFI multiple	~4.5×–7.5× EBITDA or ~0.6×–1.0× NFI

*Illustrative bands only; outcomes depend on mix, margins, DSOs, buyer type, and market conditions.

How We Value Agencies: NFI, Mix, Margins, DSOs

Driver	Strong Signal	Effect on Multiple
NFI Growth	Consistent YoY with pipeline/PSL renewals	Higher (durable demand)
Mix & Gross Margin	Healthy GP% on temp/contract; balanced perm	Higher (profit quality)
Productivity	High GP per consultant; low churn of billers	Higher (scalable operations)
Concentration Risk	No client > 15% NFI; recurring frameworks	Higher (lower volatility)
Cash Conversion	DSO < 45 days; low bad debt	Higher (working capital efficient)
Compliance	IR35/GDPR/TUPE controls; clean claims history	Higher (smoother diligence)

SDE vs EBITDA for Agencies: Which One Matters?

Smaller, founder‑led agencies are commonly priced on SDE (profit + reasonable owner comp + normalised add‑backs). Larger/systemised groups trend to EBITDA. We compute both and align to the buyer pool.

How our AI model improves the valuation

Maps your metrics to live comps (niche, mix, GP%, size, DSOs) and private deal data.
Runs sensitivity on DSOs, contractor counts, GP%, and SG&A leverage to show multiple uplift.
Ranks buyer fit (strategic vs PE roll‑up) to indicate likely price/structure scenarios.

Example (illustrative): NFI $3.2m; EBITDA $820k; GP% 27% (contract heavy); DSO 38 days; top client 9% NFI → AI comps produce a defensible range and show how −10 days DSO or +2 pts GP% lifts the range.

What to prepare (faster valuation)

Last 36 months P&L/BS/CF; monthly NFI/GP bridge (perm fees, temp/contract GP).
Client list with NFI %, PSLs/frameworks, tenure, and churn; job order/fill metrics.
Contractor roster (avg assignments, tenure), payroll process, and compliance controls.
Consultant productivity: GP per head, tenure, commission plans; org chart & SOPs.
Legal/compliance: IR35/GDPR/TUPE policies, insurance, disputes/claims log.

Quick answers:

Revenue or profit multiple? Profit (SDE/EBITDA) dominates; larger RPO/MSP also benchmark to NFI.

What moves multiples fastest? Shorter DSOs, diversified clients, higher GP%, sticky frameworks/PSLs, and documented delivery SOPs.

Seasonality risk? Mix and sector cyclicality are priced; counter with frameworks and contractor base stability.

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How Long Does an Agency Exit Take? (Typical 3–6 Month Timeline)

Phase	Weeks	What Happens
Preparation	2–4	Normalise financials/NFI; assemble docs; create CIM; data room setup.
Outreach & IOIs	2–4	Targeted buyer list; NDAs; teaser/CIM distribution; initial Q&A.
LOIs & Negotiation	2–3	Term negotiation (price, structure, earn‑out); select preferred LOI.
Due Diligence	4–8	Financial, legal, compliance (IR35/GDPR/TUPE), client calls; confirmatory checks.
Closing & Handover	1–2	Legals, funds flow, contracts & systems transfer; transition plan.

Timelines vary by deal size, data quality, DSOs, and buyer type. Clean books, verified NFI, and a complete data room compress time‑to‑close.

Recruitment Agency Sale Process (Step-by-Step)

Preparation: normalise financials, verify NFI/GP, review contracts, compliance policies (IR35/GDPR/TUPE).
Packaging: CIM/teaser, KPI deck (NFI/GP, DSOs, productivity), and secure data room.
Buyer Outreach: confidential, thesis‑based approach to qualified buyers; NDAs first.
Offers & Negotiation: manage Q&A; align on price & structure.
Due Diligence: coordinate financial, legal, and compliance diligence.

IOI vs LOI: What’s the Difference?

IOI (Indication of Interest) is a non‑binding price range and high‑level terms used to shortlist buyers. LOI (Letter of Intent) sets a specific price/structure, exclusivity period, and key conditions; it is still largely non‑binding except for exclusivity, confidentiality, and certain clauses.

Closing & Handover

Post‑LOI, definitive agreements are drafted (SPA/APA), schedules completed, working‑capital and WIP/payroll mechanics finalised, funds‑flow and escrow arranged, and contracts/systems transferred. A clear transition plan reduces post‑close risk.

Due-Diligence Checklist & Data-Room Index

Financials: last 24–36 months P&L/BS/CF; monthly NFI/GP bridge; debtor ageing/DSOs; bad‑debt log.
Commercial: top 50 clients with NFI %, PSLs/frameworks, tenure, churn; job order/fill ratios; rate cards.
Legal/Compliance: IR35/TUPE/GDPR policies; insurance; disputes/claims; contractor status evidence.
Operations: org chart, consultant productivity, commission plans, SOPs, ATS/CRM exports.
Payroll/Contractor: roster, timesheets, accruals (holiday/leave), right‑to‑work checks, vendor contracts.
Technology: system access list, data retention/backups, security posture.

Deal Structures & Terms

Element	What it is	Pros	Considerations
Asset vs Share	What the buyer purchases	Asset: cleaner; Share: simpler continuity	Tax impact; liabilities; contract assignment/PSLs
Earn‑out	Deferred, performance‑linked	Bridges valuation gaps	Metrics definitions (NFI/EBITDA); control; reporting
Seller Note	Vendor financing	Faster close, better price	Interest, security, covenant terms
Escrow/Holdback	Funds reserved post‑close	Protects against surprises	Duration, claims process

Working Capital & Accruals (Payroll/Leave)

Expect a normalised working‑capital target at close. For agencies, debtor ageing/DSOs, contractor payroll timing, WIP, and holiday/leave accruals require clear treatment to avoid double‑counting or cash shortfalls. Define mechanics in the LOI.

Taxes & Legal Basics

Jurisdictions: tax outcomes differ (US/UK/EU). Obtain specialist advice early.
IR35/TUPE/GDPR: ensure compliant processes and documentation; evidence contractor status and transfers.
Assignability: review PSLs/frameworks and consent requirements before share vs asset decisions.
Non‑compete/Non‑solicit: scope, duration, and geography matter.

This is not tax or legal advice. Engage qualified advisers in your jurisdiction.

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Who Buys Recruitment Agencies?

Strategic Buyers: larger staffing groups seeking niche expertise, PSLs/frameworks, and geographic expansion.
Financial Buyers (PE/Roll‑ups): buy‑and‑build platforms looking for EBITDA, contractor scale, and DSOs discipline.
Search Funds/Entrepreneurial Acquirers: operators aiming to professionalise delivery and expand contracts.

Broker Fees vs DIY

Path	Typical Cost	What You Get	When It Fits
Brokered	Commission (tiered) + minimal upfront	Packaging, buyer network, negotiation, DD coordination, compliance checks	Limited time, larger buyer pool, price protection
DIY	Low fees; high time cost	You run outreach, Q&A, negotiation, legals, data validation	Very small deals; existing buyer already sourced

Best Time to Sell a Recruitment Agency

Sell into momentum: clean books, durable NFI growth, stable GP%, diversified clients, improving DSOs, and secured PSLs/frameworks. If metrics are soft, a 3–6 month tune‑up (collections, GP uplift, consultant retention) can lift multiples.

Recruitment Agency Brokerage Services

Recruitment Agency Sale Brokerage & Exit Advisory

We guide founders through the full sale — from financials and compliance preparation to targeted buyer outreach and closing. Commission‑based; aligned with your outcome.

Recruitment Agency Valuation & Exit Planning

Get an AI‑powered, confidential valuation within 24 hours and a focused plan to lift multiples (GP%, DSOs, client mix, SOPs).

Buy‑Side Advisory & Acquisition Search

For investors and acquirers: retained search, thesis‑matched agency deal flow, modelling and diligence support to reduce risk and speed to close.

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Case Studies (Anonymised)

Profile	Size	Outcome	Structure	Time to LOI
Tech staffing (contract‑heavy)	$2.6m NFI / $780k EBITDA	~5.1× EBITDA range	Cash + 18‑mo earn‑out	6 weeks
Healthcare temp agency	$1.8m NFI / $420k SDE	~3.2× SDE range	Cash + seller note	7 weeks
Executive search boutique (perm)	$1.1m NFI / $300k SDE	~2.7× SDE range	Asset purchase	5 weeks

Illustrative examples; actual outcomes depend on metrics, risk, structure and market conditions.

About Our AI-Native Brokerage

We specialise in online business and staffing M&A with AI‑assisted valuation models, buyer matching, and data‑room standards that speed diligence and protect price. Work is confidential, document‑first, and founder‑friendly.

Partnership Programme

Advisers, accountants, and operators can refer founders ready to exit. Earn partner fees while we deliver valuation, packaging, and deal execution.

Learn more about partnerships

FAQs – Selling a Recruitment Agency

How long does it take to sell a recruitment agency?

Most sales complete in 3–6 months from preparation to close, depending on size, mix (perm vs temp), buyer fit, DSOs, and data‑room readiness. See the sale process.

How much is my agency worth?

Typically a multiple of SDE/EBITDA, adjusted for NFI growth, GP%, client concentration, DSOs, contractor stability, compliance (IR35/GDPR/TUPE), and sector cyclicality. Larger RPO/MSP can also reference NFI multiples. We produce a defensible range using AI‑assisted comps and sensitivities.

How do you value an agency (methodology)?

We use AI‑assisted market comps and drivers (mix, GP%, DSOs, productivity, frameworks/PSLs, claims history) to produce a range with sensitivities. Details in How Valuation Works.

What documents do I need for due diligence?

Clean financials; monthly NFI/GP bridge; debtor ageing; client list with NFI % and PSLs; contracts and rate cards; IR35/TUPE/GDPR policies; insurance; disputes/claims log; org chart, commission plans, and SOPs; ATS/CRM exports; payroll/contractor evidence. See checklist.

How are NFI and EBITDA verified?

Via accounting exports, bank statements, debtor ageing, and reconciliations of perm fees and temp/contract GP, with sampling of invoices, timesheets, and rate cards.

Do I need audited financials?

Not always. Accurate, verifiable books with reconciled NFI/GP and consistent reporting are usually sufficient; larger deals may request reviews or audits.

What are typical broker fees?

Success‑based commission (sliding by deal size) is standard. Some brokers charge optional upfront fees for valuation/exit‑readiness deliverables that reduce time‑to‑close.

How do you keep the sale confidential?

NDA‑gated data rooms, anonymised teasers, and targeted outreach to vetted buyers only. Identities and sensitive data are disclosed in stages.

What deal structures are common (cash vs earn‑out)?

A mix of cash at close plus earn‑out or deferred elements tied to NFI/EBITDA or retention is common; structure depends on risk, growth, and buyer type.

Asset sale vs share sale — what’s the difference?

Asset sales transfer selected assets and liabilities; share sales transfer the company as a whole. Outcomes vary by tax, liability, and operational continuity. Seek professional advice.

How are contracts and systems transferred?

Through an agreed plan: assignment/novations for PSLs/frameworks, ATS/CRM and payroll access, domain/email, data transfers, and vendor agreements — sequenced to avoid downtime.

What support am I expected to provide after closing?

Typically a short transition and knowledge transfer period (weeks to months) defined in the APA/SPA; may include client introductions and handover of SOPs.

How can I increase my valuation before going to market?

Improve GP%, reduce DSOs, diversify clients, secure/extend PSLs, evidence compliance, retain key billers, and document SOPs. Even small GP or DSO gains can move your multiple. See value maximisation.

Should I fix issues first or sell as‑is?

Fix high‑ROI items (collections, GP leaks, risky contracts) before launching; large restructures rarely pay back pre‑sale. We’ll model the valuation impact either way.