United States. Selling a privately held company
Business broker vs M&A advisor: who should sell your business?
Revenue-band rules of thumb vary by writer. Two harder tests exist. Federal law sets the company size a firm may broker unregistered. And selling assets or stock changes the tax treatment, and can change your intermediary's legal position.
Question 1
Which side of the deal are you on?
This checker is built for owners selling. Buy-side and capital raising are separate mandates and get their own answers.
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What this checker covers
The 6 things it checks
- Business brokers running marketed listings, usually as asset sales
- M&A advisors and corporate finance houses (targeted, retained processes)
- Investment banks at the top of the range
- Direct approaches, where no intermediary is needed at all
- Management buyouts and family succession, which are financing exercises
- The US registration perimeter: who may lawfully broker a company sale
Broker vs Advisor is an information site. It is not affiliated with, endorsed by or connected to any intermediary, association or regulator named here, and it is neither a law firm nor a tax adviser. Nothing on it is legal or tax advice or advice on any transaction, and the statutory and IRS summaries here are a starting point for a conversation with your own counsel rather than a substitute for one. We take no commission from any firm in this comparison and carry no paid placements. Statutory thresholds carry their own inflation adjustment from 29 December 2027, and every statement carries the date we read the primary source.
Want a straight answer on the right route for your deal?
Tell us roughly what size the business is and whether a buyer has already approached you. Those two answers narrow the route more than any fee comparison will, and the team behind this site will come back to you directly.
Who may sell a US private company, by size, structure and registration, 2026
Last updated
Owners are told to choose between a broker and a banker on size alone. The choice actually turns on three variables at once, and this table sets them beside each other so the combinations that create risk are visible rather than discovered at closing.
| Route | Deal size it fits | Structure it assumes | Registration position | How it is paid | Process shape |
|---|---|---|---|---|---|
| Business broker | Main street and small | Usually asset sale | Often none; asset sales sidestep it | Success commission | Public or semi-public listing |
| M&A advisor, exempt | EBITDA under $25m OR revenue under $250m | Either, stock included | Exempt under 78o(b)(13) | Retainer plus success fee | Confidential curated process |
| Registered broker-dealer | Any; required above the thresholds | Either, including registered offerings | Registered, SEC and FINRA | Retainer plus success fee | Structured auction in rounds |
| No intermediary | Any, usually an inbound approach | Either; you carry the choice | Not applicable to the seller | No success fee | Bilateral negotiation |
| Finder paid a success fee | Any | Either | The common accidental breach | Success fee | No process at all |
- An unregistered M&A broker may act where the company had EBITDA under $25,000,000 OR gross revenues under $250,000,000 in its prior fiscal year.
- Of four routes an owner can take, only one, a registered broker-dealer, appears in a public register that can be searched before signing.
- In an asset sale the IRS requires both buyer and seller to use the residual method to allocate consideration across capital assets, depreciable property, real property and inventory.
- Depreciable and real property held longer than one year produce section 1231 treatment, while inventory produces ordinary income, which is why allocation is negotiated rather than assumed.
- The SBA names three valuation approaches for a business sale: income, market and assets.
How this was compiled, and how to cite it
Every row is taken from primary sources read on 15 August 2026 and cited in full below: 15 U.S.C. 78o(b)(13) for the exemption and its thresholds, IRS guidance on the sale of a business for asset classes and the residual allocation method, SBA guidance for the sale agreement and valuation approaches, FINRA BrokerCheck for the verification route, and the International Business Brokers Association for the business broking trade. Statutory dollar thresholds are quoted as enacted and carry the statute's own five-yearly inflation adjustment from 29 December 2027, which is stated rather than applied. Fee descriptions state the SHAPE of the arrangement, retainer versus commission, and deliberately quote no percentage: no primary source publishes a standard rate, market convention is not a measurement, and a number with no file behind it would be worse than none. Nothing here is advice on a transaction.
Cite this page
“Who may sell a US private company, by size, structure and registration, 2026”, Broker vs Advisor, https://brokervsadvisor.com/ (updated 2026-08-15). Every row is taken from primary sources read on 15 August 2026 and cited in full below: 15 U.S.C. 78o(b)(13) for the exemption and its thresholds, IRS guidance on the sale of a business for asset classes and the residual allocation method, SBA guidance for the sale agreement and valuation approaches, FINRA BrokerCheck for the verification route, and the International Business Brokers Association for the business broking trade. Statutory dollar thresholds are quoted as enacted and carry the statute's own five-yearly inflation adjustment from 29 December 2027, which is stated rather than applied. Fee descriptions state the SHAPE of the arrangement, retainer versus commission, and deliberately quote no percentage: no primary source publishes a standard rate, market convention is not a measurement, and a number with no file behind it would be worse than none. Nothing here is advice on a transaction.
The detail
Each one cites where its numbers come from.
- Deal size: where a broker stops and an advisor starts
The line between a business broker and an M&A advisor is usually described by convention. Federal statute draws a harder one at $25m EBITDA or $250m revenue.
- Asset sale or stock sale: it changes who may sell it
The IRS treats an asset sale and a stock sale differently, and so does securities law. A deal that switches structure late can change your broker's legal position.
- Who can legally sell your business in the US
Four positions an intermediary can occupy, only one of which is verifiable in a public database, and the finder's fee that most often creates an accidental problem.
The questions we get
What is the difference between a business broker and an M&A advisor?
Process and structure more than size. A business broker typically lists an owner-operated business to many individual buyers, usually as an asset sale. An M&A advisor runs a confidential process to a shortlist of corporate acquirers, open to a stock sale. The statutory exemption reaches EBITDA below $25,000,000 or gross revenues below $250,000,000; above that, a registered broker-dealer is required.
Do I need a registered broker to sell my business?
Often not. Under 15 U.S.C. 78o(b)(13) an M&A broker may transfer an eligible privately held company unregistered, if the acquirer will control and actively manage it and the conditions are met. Above the thresholds, or with a public offering of registered securities, registration is required. Pure asset sales involve no securities, so many business brokers are unregistered.
Does an asset sale or a stock sale change who can sell my business?
Yes, and this is rarely drawn. Registration engages on securities transactions: stock is a security, equipment and customer lists are not. A pure asset sale is not securities brokering. As a stock sale, the question engages, so an unregistered, non-exempt intermediary's position changes, and so may the enforceability of its commission agreement.
Can I pay someone a finder's fee for introducing a buyer?
It is the commonest accidental problem. A percentage paid for bringing the parties together is transaction-based compensation, which turns an introducer into a broker. It is often agreed informally with someone the business knows. The exposure arrives at closing, when the fee falls due and someone's counsel reads it. Take advice before agreeing one.
How do I check an intermediary before signing?
FINRA BrokerCheck is free and immediate for registered firms and individuals: status, employment history, exams, disclosure events. Most lower middle market advisers are lawfully on no register; none exists for exempt M&A brokers. So ask in writing which of three positions the firm holds, whether it will hold transaction funds including escrow, and whether it may act for the buyer.
How much does it cost to sell a business?
A business broker is usually paid a success commission; an M&A advisor a retainer plus a success fee declining by deal size. Neither is standardised, both are negotiable. The SBA's sales agreement guidance tells sellers to note all adjustments, broker fees and other relevant terms: the fee belongs in the document, not an understanding.
How do I sell a business without a broker?
Only with genuinely one buyer, rarer than owners think. Alone, you are priced at the lowest number the buyer thinks you will accept, and no preparation replaces a second bidder. If approached, first check for a second interested party. Then allocate the price across the assets: the IRS treats a lump-sum sale as "a sale of each individual asset rather than of a single asset". Both sides use the residual method (IRS, Sale of a business, read 3 November 2026). Pay no introducer a percentage (see the finder's fee answer). Have your own counsel draft or read the agreement.
Sources
This site's own datasets, every figure quoted from its source and dated:
- The median published figure in the Intermediary Fee Index is 5 percent across 4 sources' own pages (range 2 to 10 percent), read 10 November 2026.
- The Intermediary Licensing Rules carries 5 published figures read from 2 sources' own pages, from 20 to 60 day, read 7 November 2026.
Two tests, not a rule of thumb
The statutory threshold that decides who may broker your sale, the asset-or-stock question that can change it late, and the four positions an intermediary can occupy.
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