Sell-side. Private companies
Business broker or M&A advisor?
The two models are not tiers of the same service. A business broker markets a listing and waits for buyers to arrive; an M&A advisor builds a target list and takes the deal to them. One of those is worth paying for on a £400,000 cafe and the other is not, and on a named unsolicited offer the honest answer is often neither. Answer a few questions to see which model fits your sale.
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.
What this checker covers
- Business brokers and business transfer agents (marketed listings)
- 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 UK and US regulatory perimeter for who may broker a company sale
Broker vs Advisor is an independent information site operated by Ellul Solutions Ltd. It is not affiliated with any broker, advisory firm, bank, regulator or professional body, and nothing here is financial, legal or tax advice. Descriptions of market practice, including the value bands used in the comparison table, are indicative and not thresholds set by any authority. Where we pass your details on, we introduce only and do not advise on or arrange any transaction. Take your own legal and tax advice before signing a mandate, heads of terms or a sale agreement.
Business broker or M&A advisor: which model fits which sale
Last updated
The two models mapped against the situations owners actually present with, including the situations where the right answer is neither. The deciding factor is never prestige, it is whether somebody has to go and find the buyer.
Mapped from the structural difference between the two models: a business broker markets a listing to a buyer pool that comes looking, an M&A advisor researches and approaches a target list under a retained mandate. The value bands in the first column are indicative descriptions of market practice, not thresholds set by any regulator or professional body, and they move with sector and with how transferable the business is. The one statutory threshold on this page is the United States M&A broker registration exemption, which applies only to an eligible privately held company with EBITDA under $25,000,000 or gross revenues under $250,000,000 (15 U.S.C. 78o(b)(13)).
| Situation | Model that normally fits | What that model actually does | The cost of choosing the other one |
|---|---|---|---|
| Owner-operated shop, salon or cafe where the owner is the business | Neither | Sell the equipment, lease and customer list directly, or spend a year making the business run without you | Months of listing fees and enquiries that die in diligence |
| Site-based consumer business that runs without the owner, under about £2m | Business broker | Prepares particulars, advertises to a browsing buyer pool, qualifies enquiries | A retained M&A process can cost more than the uplift it wins at this size |
| B2B services, agency or software business where you want competition | M&A advisor | Builds a researched target list, approaches under NDA, runs bidders to a deadline | A listing reaches buyers who browse, not the trade buyer who would pay most |
| Manufacturer or distributor with identifiable trade and consolidator buyers | M&A advisor | Targets named acquirers and private equity platforms directly | The best buyer never sees a listing, so the price is set by whoever turns up |
| Any business where the expected price runs into the tens of millions | Investment bank or corporate finance house | Institutional process, heavier diligence, structured competitive auction | Process and diligence load beyond what a transfer agent is set up for |
| An unsolicited offer from a named buyer you intend to negotiate with | Neither | Independent valuation, corporate solicitor for heads of terms and the SPA, tax advice before structure | Paying a percentage to an intermediary who did not find the buyer |
| Management buyout or family succession | Neither | Debt or corporate finance advisor to arrange funding, separate legal and tax advice on each side | Neither model's core service applies: the buyer is already known |
- The structural difference between a business broker and an M&A advisor is who goes looking for the buyer: a broker markets a listing to buyers who come to it, an advisor researches and approaches a target list.
- Where a buyer has already approached the seller directly, neither model earns its percentage: the useful spend is an independent valuation, a corporate solicitor experienced in share sales, and tax advice before the structure is agreed.
- In the United States the M&A broker registration exemption at 15 U.S.C. 78o(b)(13) reaches only an eligible privately held company with EBITDA under $25,000,000 or gross revenues under $250,000,000 in the prior fiscal year; above either ceiling a registered broker-dealer is required.
Cite this page
“Business broker or M&A advisor: which model fits which sale”, Broker vs Advisor, https://brokervsadvisor.com/ (updated 2026-08-15). Mapped from the structural difference between the two models: a business broker markets a listing to a buyer pool that comes looking, an M&A advisor researches and approaches a target list under a retained mandate. The value bands in the first column are indicative descriptions of market practice, not thresholds set by any regulator or professional body, and they move with sector and with how transferable the business is. The one statutory threshold on this page is the United States M&A broker registration exemption, which applies only to an eligible privately held company with EBITDA under $25,000,000 or gross revenues under $250,000,000 (15 U.S.C. 78o(b)(13)).
Want to be introduced to the right kind of firm?
Tell us the shape of the sale and we'll introduce you to a business broker, an M&A advisor or a corporate solicitor, whichever your answers point to.
The detail
Each one cites where its numbers come from.
Someone offered to buy my business: do I need a broker?
An unsolicited approach changes the answer. Why paying a percentage to an intermediary who did not find the buyer rarely makes sense, and what to spend it on instead.
How to sell a business without a broker or an M&A advisor
Selling without an intermediary is legitimate and sometimes correct. What you still have to buy in, where owners lose money doing it alone, and when to change course.
Who is allowed to broker a business sale, in the UK and the US
UK business brokers sit outside FCA authorisation because of a specific exclusion for company sales. The US has a statutory exemption with hard financial ceilings.
The questions we get
What is the difference between a business broker and an M&A advisor?
Who goes looking for the buyer. A business broker markets a listing and works the enquiries that come in, which suits businesses whose buyers are individuals and small companies actively searching. An M&A advisor researches a target list, approaches it directly under NDA and runs several bidders to a deadline, which suits businesses whose best buyer is a company that was not looking.
At what size should I use an M&A advisor instead of a broker?
There is no threshold set by anyone, and any site quoting one is describing a habit. The useful test is whether a competitive process would raise the price by more than it costs to run. That depends on how identifiable your trade and private equity buyers are, not purely on turnover.
Do I need an intermediary at all?
Not always. If a named buyer has approached you, or the buyer is your management team or family, nobody has to find the buyer, and paying a percentage for an introduction that already happened is poor value. What you do need in those cases is an independent valuation, a corporate solicitor who handles share sales, and tax advice before the structure is agreed.
Can anyone call themselves an M&A advisor?
In the UK, effectively yes for a normal company sale: article 70 of the Regulated Activities Order 2001 excludes arranging and advising on transactions in shares that carry control, so there is no authorisation and no register to check. Judge firms on completed deals in your sector and size band instead.
Is a business broker working for me or for the buyer?
On a sale mandate the broker is the seller's agent and is paid by the seller. That is exactly why a buyer should not rely on them, and should appoint their own solicitor and their own due diligence provider.
What should I ask before signing a sale mandate?
How many businesses did you list last year and how many completed; who will actually run my sale; is this sole agency and for how long; is any fee payable if the business does not sell; what counts as consideration for the fee; and how long is the tail after termination.
Pick the model before you pick the firm
Six questions on size, sector, buyer and process.
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