Short answer
- Brokers typically handle Main Street deals with individual buyers; M&A advisors typically run targeted processes for larger companies.
- In Florida, anyone paid to sell a business must hold a real estate broker license or work under one.
- Match the advisor to your likely buyer, not the title.
The practical difference
| Business broker | M&A advisor | |
|---|---|---|
| Typical deal size | Main Street: often under $2M to $5M | Lower middle market and up: often $5M+ in value |
| Typical buyers | Individuals, often with SBA loans | Private equity, strategic acquirers, family offices |
| Process | Listing on marketplaces, buyer screening, negotiation | Targeted outreach, confidential information memorandum, often a competitive auction |
| Fees | Success fee, commonly 8% to 15% on smaller deals | Retainer plus a lower-percentage success fee, often tiered |
| Florida licensing | Real estate broker license required to be paid to sell a business | Same rule applies; stock deals can also raise securities issues |
The labels overlap. Many brokers handle multi-million-dollar deals, and some M&A advisors take smaller ones. What matters is who the likely buyer is, how the process will run, and who is actually doing the work.
Licensing in Florida
Florida treats business enterprises and business opportunities as real estate for licensing purposes. Anyone paid to sell a business for someone else must hold a Florida real estate broker license or work under one. Check any advisor's license on the DBPR website before you sign.
When a deal is structured as a sale of stock or LLC interests, federal securities rules can come into play. Since March 29, 2023, a federal exemption lets "M&A brokers" facilitate the sale of privately held companies with less than $25 million of EBITDA or $250 million of revenue without registering as broker-dealers, as long as the buyer will control and actively run the business and the broker doesn't handle funds or provide financing. State securities rules still apply.
Which one do you need?
- Under about $2M in value, likely SBA buyer: an experienced business broker who knows SBA underwriting.
- $2M to $15M, owner-dependent, SBA or private equity buyer: someone who can run either process and understands how lenders and funds will price it.
- $20M+ of revenue or $5M+ EBITDA: a lower middle market investment bank or M&A firm with a team and buyer reach.
Where I fit
I'm an M&A advisor by training, from private equity, working in the space where most Florida deals actually happen: $1M to $15M businesses whose buyers use SBA loans or are smaller funds. Sell-side listings begin once my Florida broker license is issued. Until then I work on fixed-fee advisory. See the Orlando firms I'd consider if you need someone else.
FAQ
What is the difference between a business broker and an M&A advisor?
Business brokers typically sell smaller Main Street businesses to individual buyers through listings; M&A advisors typically run targeted, often competitive processes for larger companies with private equity and strategic buyers.
Do M&A advisors need a license in Florida?
If they're paid to sell a business, yes: a Florida real estate broker license or working under a licensed broker. Stock deals can also raise securities issues, partly addressed by the 2023 federal M&A broker exemption.
Sources
This guide is general information, not legal, tax or lending advice. SBA rules and Florida law change; confirm current terms with your lender, attorney and CPA.