Selling a Business

Florida has something almost no other state has: a true multiple listing service for businesses, run by Business Brokers of Florida. Sellers benefit from it enormously and almost never know it exists, because the system is visible only to member brokers. This is the plain-English explanation.

I’m Ryan C. Winter, a licensed business broker with Truforte Business Group in St. Augustine, and yes, I am a participant in the system I am describing, so read with that in mind.

What BBF Is

Business Brokers of Florida is a nonprofit association of the state’s business brokerage community, and the largest state business broker association in the country, with more than 900 members. Its members collectively closed over $900 million in Florida business sales in 2025, the second straight year approaching a billion dollars. At its center sits the Business Listing Service, the BBF MLS: a statewide database where member brokers share their listings with each other, just as residential agents share homes on the real estate MLS.

The Rule That Makes It Work: Mandatory Cooperation

The association’s rules require member offices to cooperate on listings, meaning any member broker can bring their buyer to any other member’s listing and share the commission. In practice, when a business lists with one BBF broker, several hundred other brokers and their buyer pools are effectively working the same listing. For sellers, that is the whole point: you hire one broker and get a statewide sales force.

What It Means for Sellers

• Reach without exposure. BBF listings are blind to the public and detailed to member brokers, which is how a business gets marketed statewide while staying confidential.
• Real comparable data. Sold-business data inside the system is how Florida brokers price listings on evidence rather than folklore, which is what a defensible valuation is built from.
• A screened buyer channel. Buyers arriving through a cooperating broker are typically NDA-signed and pre-qualified before you ever hear about them.

What It Means for Buyers

Only member brokers can search the full system, so buyers working with a BBF broker see inventory, including fresh listings, that never surfaces the same way on public marketplaces. If you are buying in Florida, registering with a member broker costs nothing and widens your view; you can search listings and register as a buyer here.

The Honest Limits

The BBF MLS is infrastructure, not magic. It cannot fix an overpriced listing, it does not replace national marketplace exposure, which is why listings should also syndicate to BizBuySell and the public platforms, and its value depends entirely on the broker using it well. It is also member-only by design, which means the one way to access it is the one honest catch: you need a member broker.

Frequently Asked Questions

Can I search the BBF MLS myself?

The full system is member-only, though public-facing listing summaries appear on the association’s site and syndicate to marketplaces. Buyers get full access by working with any member broker, at no cost to the buyer.

Is my broker a BBF member?

Ask, and verify in the BBF member directory. In Florida, membership is close to table stakes for a serious business broker; I would want a very good explanation from any broker who is not a member. I am, through Truforte Business Group.

Put the Network to Work

Whether you are selling confidentially or buying seriously, the BBF system is the quiet advantage in every well-run Florida deal. Call (904) 735-8994 or start with the free valuation calculator.

The BBF MLS is one piece of marketing your business. See how to sell a business in Florida.

Most owners hire a business broker exactly once in their lives, which means most owners sign a listing agreement without really knowing what the fee buys. So here is the honest, stage-by-stage answer to what a business broker actually does, written by one, including the parts of the job that are invisible when they are done well.

I’m Ryan C. Winter, a licensed business broker with Truforte Business Group, based in St. Augustine and working across Florida. A broker is a licensed intermediary who manages the sale of a business from valuation through closing; in Florida, that work happens under a real estate license and, for most of us, inside the Business Brokers of Florida cooperative. That is the definition. What follows is the job.

Stage 1: Pricing the Business Honestly

The work starts with a broker’s opinion of value: normalizing your financials into seller’s discretionary earnings, identifying legitimate add-backs, and applying multiples from comparable sold businesses. This stage decides the whole engagement. A broker who prices on evidence sets up a sale; a broker who prices on flattery sets up a stale listing, which is the first of the industry problems I have written about honestly.

Stage 2: Packaging and Confidential Marketing

Next the broker builds the marketing package: a blind listing that attracts buyers without identifying the business, and a confidential information memorandum that answers a serious buyer’s first fifty questions. The listing then goes wide: the BBF MLS where Florida’s cooperating brokers shop, BizBuySell and the national marketplaces, and the broker’s own buyer database. Done right, your employees, customers, and competitors never know the business is for sale.

Stage 3: Screening Buyers So You Never Meet the Tourists

For every buyer who eventually closes, a listing attracts dozens of the merely curious. The broker’s filter, NDAs signed, financial capability verified, motivation tested, is the least visible and most valuable daily work in the job. You keep running your business while the broker burns the hours separating three real buyers from thirty dreamers.

Stage 4: Negotiation and Deal Structure

When offers come, the broker manages the negotiation: price, terms, seller financing, transition expectations, and the difference between a clean offer and one loaded with contingencies. A good broker creates the conditions for competing offers, which is where sellers win, and tells you honestly when an offer that looks smaller is actually better.

Stage 5: Holding the Deal Together Through Due Diligence

This is where sales die, and where the fee is truly earned. The broker coordinates due diligence, keeps document requests moving, manages the buyer’s lender, solves the lease assignment, and talks both sides off the ledge during the inevitable scare. Deals do not close themselves; they are carried across the line.

Stage 6: Closing and Transition

Finally the broker coordinates the closing attorney, licenses, final walk-through, and the closing day mechanics, then helps structure the transition period where you hand the keys and the knowledge to the new owner.

What a Broker Does Not Do

Honesty requires the other list. A broker is not your attorney and should not draft your legal protections; not your CPA and should not plan your taxes; and cannot sell an unprepared business at a prepared price. You still need your own deal team, and any broker who discourages that is waving a red flag.

Frequently Asked Questions

What does a business broker charge?

Success fees at closing, typically 10 to 15 percent for Florida main street businesses; my standard is 12 to 15 percent with the Lehman scale on larger deals and nothing upfront. Full breakdown in Florida broker fees and the complete cost of selling.

Do I need a business broker to sell my business?

Not always, and I have written honestly about when selling without a broker makes sense. For most established businesses, confidential marketing, buyer screening, and deal management return more than the fee costs, but that is a case-by-case answer, not a slogan.

Meet the Job in Person

The best way to understand what a broker does is a working conversation about your business: what it is worth, what would improve the number, and what a sale would actually look like. That conversation is free and confidential. Call (904) 735-8994 or start with the free valuation calculator.

Ask what it costs to sell a business and most answers stop at the broker’s commission. That number matters, but it is not the whole bill. By the time a Florida business sale closes, the seller has usually paid five or six different parties, and owners who did not see those costs coming feel blindsided at the closing table.

I’m Ryan C. Winter, a licensed business broker with Truforte Business Group in St. Augustine, working with sellers across Florida. Here is the complete, honest cost picture, every line item I see in real deals, with typical ranges and the ways to keep each one down.

1. Broker Commission: The Big One

Florida business brokers work on success fees paid at closing, typically 10 to 15 percent of the sale price for main street businesses. My standard range is 12 to 15 percent, and larger transactions use the Lehman scale, a sliding structure where the percentage steps down as deal size climbs. There should be no upfront fees on a main street engagement. The commission covers valuation, confidential marketing, buyer screening, negotiation, and deal management through closing; my full guide to Florida broker fees breaks down exactly what you get for it.

2. Attorney Fees

You want your own attorney reviewing the purchase agreement, and for most main street deals that legal work runs somewhere in the low thousands of dollars, rising with deal complexity, stock sales, real estate, or heavy negotiation over reps and warranties. It is real money that buys real protection; the clauses in a Florida purchase agreement follow you for years after closing.

3. CPA and Financial Preparation

Buyers and their lenders will want clean statements and tax returns, and many owners need CPA help getting there: catching up bookkeeping, preparing interim statements, and supporting recast financials during due diligence. Owners with tidy books spend little here; owners who ran personal expenses through the business for a decade spend more, and the cleanup is worth every dollar because it directly supports your price. Your CPA also earns their fee planning the tax side before you sign anything.

4. Landlord and Lease Assignment Costs

If you lease your location, your landlord’s consent to assign the lease usually comes with costs: an assignment fee, the landlord’s attorney and processing charges, and sometimes demands negotiated into the consent. Review your lease’s assignment clause before listing so this is a known number, not a surprise; my guide to lease assignment in Florida sales covers the mechanics.

5. Closing and Escrow Costs

Florida business closings typically run through a closing attorney or escrow agent, with costs for document preparation, lien and UCC searches, and filing fees, commonly split between buyer and seller by agreement. These are hundreds to a few thousand dollars depending on the deal, and who pays what is negotiable in the purchase agreement.

6. Paying Off What the Business Owes

Not a fee, but the item that most changes your net: loans, lines of credit, and equipment leases secured by business assets generally must be paid off or assumed at closing, because the buyer takes the assets free and clear. Sellers sometimes forget that the SBA loan balance or the financed truck fleet comes out of the proceeds. My post on what happens to business debt when you sell walks through it.

7. Prorations and True-Ups at Closing

Rent, utilities, payroll, prepaid expenses, and sometimes inventory adjustments get prorated between buyer and seller as of the closing date. Individually small, collectively worth attention, and all of it is spelled out on the closing statement you should review line by line before closing day.

8. Taxes: The Cost That Dwarfs the Others

Nothing on this page moves your net like taxes. How the price is allocated across assets, whether the deal is structured as an asset or stock sale, and whether you use an installment sale can swing your after-tax proceeds by more than every fee above combined. Florida has no state income tax, which helps, but federal capital gains and recapture rules apply in full. Start with my guides on the tax implications of selling a Florida business and minimizing capital gains, then get your CPA involved before you sign a letter of intent, not after.

What It Adds Up To: A Realistic Example

Item	Typical Range on a $500K Main Street Sale
Broker commission (12 to 15%)	$60,000 to $75,000
Your attorney	Low thousands, deal-dependent
CPA and financial prep	Hundreds to a few thousand
Lease assignment costs	Often under $2,500, lease-dependent
Closing, escrow, lien searches	Hundreds to a few thousand
Debt and equipment lease payoffs	Whatever the business owes
Taxes	The biggest variable: structure-dependent

Rule of thumb: on a well-run main street sale, professional costs beyond the commission usually total a low single-digit percentage of the price. The commission is the headline, the taxes are the real story, and everything else is manageable with preparation.

How to Keep the Total Down

• Prepare early. Clean books cost less to sell, in CPA hours and in price concessions. Start with cleaning up your financials.
• Fix the lease before listing, while you have leverage.
• Plan taxes before the letter of intent, when structure is still negotiable.
• Hire a broker who earns the fee. The commission stings least when realistic pricing, buyer competition, and a deal that actually closes are what you got for it.

Frequently Asked Questions

What does it cost to sell a business in Florida?

Plan on the broker commission, typically 10 to 15 percent of the price, plus low single-digit percentages for attorneys, accounting, lease assignment, and closing costs, plus whatever the business owes in debt payoffs, plus taxes, which vary most of all. On a $500K sale, out-of-pocket professional costs beyond commission commonly land in the four figures.

Are selling costs tax deductible?

Generally, selling expenses such as commissions and professional fees reduce your taxable gain on the sale rather than acting as ordinary deductions. Confirm the treatment for your situation with your CPA, ideally before closing.

Who pays closing costs when selling a business in Florida?

It is negotiated in the purchase agreement. Commonly each side pays its own attorney, and escrow or closing agent fees are split, but every deal allocates differently and it is a legitimate negotiation point.

Know Your Net Before You List

The number that matters is not the sale price; it is what you keep. Before you list, I will walk you through a realistic valuation and a net proceeds estimate, free and confidential, so the closing table holds no surprises. Call (904) 735-8994 or start with the free valuation calculator.

If you have hesitated to hire a business broker because something about the industry feels off to you, you are not being paranoid. Some of the most common complaints owners have about business brokers are legitimate, and I say that as a licensed business broker myself.

I’m Ryan C. Winter, a broker with Truforte Business Group in St. Augustine, working with sellers across Florida. This article names the real problems in my industry, the ones that cost sellers money and deals. I am not writing it to trash competitors; the majority of Florida brokers are honest professionals. I am writing it because you cannot protect yourself from problems nobody will name, and because a broker who will not discuss his industry’s flaws is showing you one of them.

Problem 1: Inflated Valuations to Win Your Listing

This is the industry’s most expensive problem. You interview three brokers. Two tell you your business is worth around $800K. One says $1.2 million. Guess who gets hired. The inflated number was never real; it was bait. The business sits overpriced for a year, goes stale in front of every serious buyer in the market, and eventually sells, if it sells at all, below what honest pricing would have achieved on day one. Brokers call this “buying the listing,” and it works on sellers constantly because we all want the big number to be true.

Protect yourself: ask every broker to show the math: which comparable sales, which multiple, which earnings figure. A defensible valuation survives questioning. Flattery does not. My guide on setting the right asking price shows what real pricing logic looks like.

Problem 2: Upfront Fees With No Skin in the Game

Some outfits charge thousands of dollars upfront for “valuations,” “marketing packages,” or “buyer matching,” then have little financial reason to actually sell your business, because they already got paid. To be fair, some legitimate M&A firms charge engagement fees on larger deals, and that is a defensible model at that level. But for main street businesses, the standard in Florida is success fees paid at closing, and heavy upfront charges deserve hard scrutiny. When the broker only wins if you close, incentives point the same direction.

Protect yourself: get the entire fee structure in writing before signing, and read my breakdown of how Florida broker fees actually work.

Problem 3: List It and Forget It

A broker carrying thirty or forty listings is running a lottery: post everything, wait for inquiries, and work whichever deals move on their own. Your business gets a listing page, not representation. Weeks pass without updates, buyer inquiries go stale, and momentum, which is everything in a business sale, dies quietly.

Protect yourself: ask any broker two questions. How many active listings do you personally carry? And what, specifically, will you do to market mine in the first thirty days? Vague answers to the second question predict your next six months.

Problem 4: Sloppy Confidentiality

A careless listing description that identifies your business, NDAs collected but never enforced, buyers who were never financially screened walking your floor: confidentiality failures cost sellers employees, customers, and negotiating leverage, and the damage cannot be undone. This is a process problem, and processes vary wildly between brokers.

Protect yourself: ask exactly how the blind listing will be written, what buyers must provide before learning your name, and who physically attends showings. My post on keeping a Florida sale confidential describes what a real process looks like.

Problem 5: The Wrong Broker for Your Deal Size or Industry

A broker who mostly sells $150K restaurants will struggle to run a $4 million manufacturing sale, and a lower middle market specialist will underserve a small main street listing they took out of politeness. Neither broker is bad; both are miscast. The industry rarely says “I am not the right fit,” because saying it costs a commission.

Protect yourself: ask for the broker’s last five closed deals: size, industry, and how long they took. Pattern-match against your business. My honest guides to the best brokers in Florida map who fits what, including my competitors.

Problem 6: Pressure to Take a Bad Deal

Here is the quiet conflict at the end of every brokered sale: the broker gets paid when you close, not when you close well. The difference between a clean offer and one loaded with earnouts, holdbacks, and thin deposits might change your life, but it changes the broker’s commission very little. Most brokers navigate this honestly. Some push the close.

Protect yourself: keep your own deal team, a CPA and an attorney who answer only to you, and treat any broker who discourages that as a walking red flag.

The Honest Other Side: When a Broker Is Genuinely Worth It

After all that, here is the balance. A good broker prices realistically, packages the business professionally, runs confidentiality tightly, screens buyers so you never waste a day on a dreamer, creates competition among real buyers, and holds deals together through due diligence, which is where most sales die. Sellers with businesses above a few hundred thousand dollars in value, or with any confidentiality risk, usually net more with good representation even after the commission. And for the smallest, simplest businesses, I will say what the industry usually will not: selling without a broker can be rational, and that article explains when.

Frequently Asked Questions

Are business brokers worth it?

For most established businesses, yes, if you hire well: realistic pricing, tight confidentiality, and buyer screening typically return more than the commission costs. For very small businesses with an obvious buyer already at the table, sometimes no. The honest answer depends on your deal, which is exactly what a first conversation should establish.

How do I spot a bad business broker before signing?

The five fastest tells: a valuation noticeably higher than everyone else’s with no math behind it, significant upfront fees on a main street deal, vague answers about marketing plans, no clear confidentiality process, and resistance to your attorney reviewing the listing agreement. Any two together should end the conversation. Bring these ten questions to every interview.

Judge Me by the Same Standards

Everything in this article applies to me too. So here is my standing offer: a free, confidential valuation with the math shown, my fee structure in writing with nothing upfront, and honest answers about whether I am the right fit for your deal, including the times I am not. Call (904) 735-8994 or start with the free valuation calculator.