Advisor Selection

Who Should Sell Your Business? A Founder's Guide to Brokers, Advisors, and Banks

12 min read By Rick McDonald (Founder & Managing Director, EXIT-BOSTON)

Quick Answers

Why does the choice of intermediary matter more than the fee?

The intermediary you choose determines which buyers ever learn your company is available, how those buyers are made to compete, and who is in the room when the number is decided. The fee you save by dropping a tier is linear. The price you gain from real competition is a multiplier.

What four things matter more than the title on an advisor's business card?

Buyer-universe reach (the axis that drives price), preparation and process (from founder-led to institution-ready), seniority (who actually runs your deal), and fee shape (by type, not just by level). These four axes explain why two firms with identical titles can deliver wildly different outcomes.

The Most Expensive Decision You Make Before You Sign Anything

Before you settle on what your business is worth, and long before you negotiate a single fee, you make one quiet decision that shapes everything that follows: who takes your company to market. The intermediary you choose determines which buyers ever learn your company is available, how those buyers are made to compete, and who is in the room when the number is decided.

Three Tiers, Three Very Different Processes

All three intermediaries sell companies. But they occupy different deal-size lanes and — this is the part that matters — they run fundamentally different processes. A business broker handles Main Street deals up to roughly $2M. An M&A advisor runs a managed auction in the lower middle market. An investment bank adds capital-markets capability for the middle market and up.

Match the Intermediary to Your Deal Size

Deal size is the first filter, and for most companies it settles the question cleanly. The only complication is that the bands overlap at the edges, and in those overlap zones size stops being the deciding factor.

Where Size Stops Deciding — and Goal or Capability Takes Over

The genuine overlap between broker and advisor is $5M–$7M enterprise value. Above $20M, a focused boutique that staffs your deal with partners will routinely out-execute a bank that staffs the same deal with juniors.

Four Things That Matter More Than the Title

Deal size tells you the lane. It does not tell you whether a specific intermediary is any good. Four axes do: buyer-universe reach, preparation and process, seniority, and fee shape.

One $25M Company, Taken to Market Three Ways

Same company, three very different buyer universes and three very different levels of senior attention. The fee gaps are real but secondary. What moves the outcome is reach and attention.

Does Your Advisor Even Need a License?

Business broker and M&A advisor are unregulated job titles. An investment bank is a FINRA-registered broker-dealer whose deal staff must hold the Series 79 qualification. The 2023 federal M&A Broker exemption created a narrow statutory carve-out for stock sales of eligible private companies.

The Questions to Ask Before You Sign

Ask every candidate the same concrete questions — and listen for numbers and names, not adjectives. How many buyers will you contact by name? Show me closed deals in my sector. Who will run my deal day to day? Is this a managed process or a listing?

Why Founders Choose EXIT-BOSTON

EXIT-BOSTON works exclusively in the lower middle market, representing founder-led New England businesses in the $10M–$100M range. Every engagement is a managed, targeted process staffed by the partner who wins the mandate, with businesses prepared against the Seven Pillars of Institutional Readiness before going to market.

Key Takeaways

  • The intermediary you choose determines the buyer universe, the competitive dynamic, and ultimately the sale price.
  • Business brokers list and wait; M&A advisors run managed auctions to curated buyer lists; banks add capital-markets capability.
  • The genuine broker-vs-advisor overlap zone is narrow: roughly $5M–$7M enterprise value ($1M EBITDA).
  • A top boutique does not fade out at $50M — the $20M–$100M range is where focused partners routinely out-execute bank juniors.
  • 'Business broker' and 'M&A advisor' are unregulated titles; only investment banks require FINRA registration and Series 79 licenses.
  • The 2023 M&A Broker exemption allows unregistered brokers to handle stock sales of eligible private companies under specific conditions.
  • Get two or three competing proposals in writing — the discipline most first-time sellers skip.

Frequently Asked Questions

What is the difference between a business broker, an M&A advisor, and an investment bank?
A business broker handles Main Street deals (up to ~$2M) by listing companies on public marketplaces. An M&A advisor runs a managed, targeted auction to a curated buyer list in the lower middle market ($2M–$100M). An investment bank adds capital-markets capability — debt and equity financing, private placements — for deals typically above $50M. The process gap between the three is far larger than the label gap.
At what deal size should a founder hire an M&A advisor instead of a business broker?
By roughly $2 million of EBITDA (approximately $7M–$20M enterprise value), the advisor's advantages — a real CIM, a curated strategic and private-equity buyer list, and a staged auction — clearly exceed the added cost. The only genuine overlap zone is $5M–$7M in enterprise value, where the deciding factor is your primary goal rather than size alone.
What is the 2023 federal M&A Broker exemption?
Section 501 of the Consolidated Appropriations Act, 2023, created a permanent statutory exemption (Securities Exchange Act Section 15(b)(13)) allowing eligible M&A brokers to facilitate stock sales of privately held companies without registering as a broker-dealer. The company must have had EBITDA under $25 million or gross revenue under $250 million in the prior fiscal year. The exemption does not cover custody of funds, financing arrangements, or dual representation without written consent.

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