Business Broker vs. Attorney: What’s the Difference When Selling Your Business?
When you decide to sell your business, two professionals tend to come up quickly in the conversation: a business broker and an attorney. Both are important, but they do very different things, and understanding the difference will help you build the right team and avoid costly confusion.
What Does a Business Broker Do?
A business broker is a specialist who helps business owners sell their companies. Think of them like a real estate agent, but for businesses. Their job spans the entire sale process:
- Valuation: Helping you understand what your business is worth and setting an appropriate asking price
- Preparation: Helping you organize your financials and present your business in the best possible light
- Marketing: Creating a confidential marketing package and listing your business on appropriate platforms without revealing your identity
- Buyer qualification: Screening inquiries and making sure you only spend time with serious, financially capable buyers
- Negotiation: Helping you evaluate offers, navigate the Letter of Intent, and negotiate the best possible terms
- Deal management: Coordinating the moving pieces of due diligence, lender requirements, and closing timelines
A broker typically works on commission, a percentage of the final sale price, paid at closing. This aligns their interests directly with yours: the higher the sale price, the more they earn.
What Does an Attorney Do?
An attorney’s role in a business sale is focused on legal protection and documentation. A good transaction attorney will:
- Review and draft the Letter of Intent (LOI)
- Draft or review the Purchase Agreement and all ancillary documents
- Flag legal risks or problematic contract terms
- Handle the legal structure of the transaction (asset sale vs. stock sale)
- Advise on employment agreements, non-compete clauses, and transition arrangements
- Ensure the closing documents are properly executed
An attorney is not there to find you a buyer or manage the process, that’s not their role. They’re focused on protecting you legally and making sure the deal is structured correctly.
How They Work Together
In a well-run business sale, the broker and the attorney work as a team. The broker manages the commercial process, finding buyers, marketing the business, and negotiating price and basic terms. Once you’re under a signed LOI, the attorneys on both sides step in to handle the legal documentation and protect their respective clients through due diligence and closing.
Both roles are essential. Trying to sell without a broker means taking on all the marketing, buyer management, and negotiation yourself, which is a huge distraction from running the business you’re trying to sell. Trying to sell without an attorney means risking significant legal and financial exposure in the documents that actually govern the transaction.
Do You Always Need Both?
For most business sales, yes, you want both a broker and a transaction attorney. The broker pays for themselves many times over by finding better buyers, achieving a higher price, and keeping the deal together when complications arise. The attorney provides the legal safeguards that protect your interests at the transaction level.
There are situations where a broker might not be necessary, for example, a straightforward sale to a known buyer like a family member or existing business partner. Even then, you’ll still want an attorney involved.
Getting Started
If you’re thinking about selling your business in Florida and wondering what your first steps should be, start with a valuation. Use our free business valuation calculator to get a sense of what your business is worth. Then schedule a free consultation to talk through the process, your timeline, and what team you’ll need to make it happen successfully.
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