# Broker vs Advisor

> Business broker vs M&A advisor turns on two things: your size against the $25m statutory threshold, and whether you sell assets or stock.

## Key facts

- 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.

## Key pages

- [Business broker vs M&A advisor: who should sell your business?](https://brokervsadvisor.com/): the main tool, answer above the fold.
- [Deal size: where a broker stops and an advisor starts](https://brokervsadvisor.com/business-broker-vs-ma-advisor-deal-size/): 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](https://brokervsadvisor.com/asset-sale-vs-stock-sale-intermediary/): 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](https://brokervsadvisor.com/who-can-legally-sell-my-business/): 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.
- [Who may sell a US private company, by size, structure and registration, 2026](https://brokervsadvisor.com/#data): original data table, updated 2026-08-15.
- [Full site content as markdown](https://brokervsadvisor.com/llms-full.txt)

## Data

- Who may sell a US private company, by size, structure and registration, 2026. Methodology: 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.
- Last updated: 2026-08-15. Every figure cites its source inline.
- Source: 15 U.S.C. 78o(b)(13), the M&A broker exemption (Cornell LII): https://www.law.cornell.edu/uscode/text/15/78o
- Source: IRS, Sale of a Business: https://www.irs.gov/businesses/small-businesses-self-employed/sale-of-a-business
- Source: SBA, Close or sell your business: https://www.sba.gov/business-guide/manage-your-business/close-or-sell-your-business
- Source: FINRA BrokerCheck: https://brokercheck.finra.org/
- Source: International Business Brokers Association: https://www.ibba.org/

## Citation

Cite as: "Who may sell a US private company, by size, structure and registration, 2026", Broker vs Advisor, https://brokervsadvisor.com/ (updated 2026-08-15).

## About

- 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.
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