Selling through a broker in Florida: at a glance
Florida rules that affect a business sale
| Topic | What the rule says | Source |
|---|---|---|
| Who may broker the sale | Florida's definition of "broker" includes anyone who, for compensation, sells or negotiates the sale of business enterprises or business opportunities (F.S. 475.01), so brokering a business sale in Florida requires a Florida real estate license. | |
| State income tax on the gain | Florida has no individual income tax, so a pass-through owner owes no state tax on the gain (Tax Foundation). C corporations are subject to Florida corporate income tax. | Tax Foundation - 2026 State Individual Income Tax Rates and Brackets |
| Bulk sale / successor liability | Florida makes a buyer of more than 50% of a business, its assets or stock of goods jointly liable with the seller for the seller's unpaid state taxes from operating the business, up to the greater of fair market value or the price paid (F.S. 213.758). Buyers typically ask for tax-compliance documentation before closing. | |
| Non-compete in a sale | For a covenant against the seller of all or part of a business's assets, Florida courts presume 3 years or less reasonable and more than 7 years unreasonable (F.S. 542.335). | |
| Trade-specific note | Pest control: a business license must be applied for on a transfer of ownership, under a certified operator in charge (F.S. 482.071). |
What business brokers charge
Main Street business brokers usually charge a success fee - a percentage of the sale price paid at closing - with a minimum fee; lower-middle-market M&A advisers often use tiered percentages and may charge an upfront retainer credited against the success fee. Few brokers publish their rates. Two that do: Empire Flippers (online businesses) charges 15% of the price up to $700,000, then 8% up to $5M and 2.5% above; Flippa charges a 10% success fee plus a listing fee. Use published schedules as a benchmark when you negotiate, and compare total cost if the deal does not close. See broker vs DIY for the fee math and our broker reviews.
How to vet a business broker in Florida
- Check the license
Ask for their Florida real estate license number and look it up with the state real estate regulator before you sign.
- Ask for closed deals like yours
How many businesses in your industry and size range did they close in the last two years, and at what share of asking price?
- Get every fee in writing
Success-fee percentage, minimum fee, any upfront, valuation or marketing fee, and whether buyers you bring trigger the fee.
- Limit exclusivity and the tail
Listing term (6-12 months is common) and the tail period after it ends during which a sale still owes a fee.
- Know who does the work
The person who pitches you should be the person who runs your deal.
- Know your number first
Run the valuation calculator so you can judge whether a broker’s suggested price is a listing tactic.
City guides in Florida
Selling a specific kind of business
Brokers and marketplaces you will run into
See what you would keep after Florida tax
Asset vs stock structure, price allocation and state tax.
Want help finding a vetted business broker in Florida?
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Frequently asked questions
Do business brokers need a license in Florida?
Florida’s definition of “broker” includes anyone who, for compensation, sells or negotiates the sale of business enterprises or business opportunities (F.S. 475.01), so brokering a business sale in Florida requires a Florida real estate license.
How much tax will I pay on the sale of my business in Florida?
Florida has no individual income tax, so a pass-through owner owes no state tax on the gain (Tax Foundation). C corporations are subject to Florida corporate income tax. Federal tax applies on top; model both with the after-tax proceeds calculator.
How much do business brokers charge?
Most charge a success fee as a percentage of the price with a minimum fee; few publish rates. Published examples: Empire Flippers 15% up to $700,000 (tiered down above that) and Flippa 10% plus a listing fee.
Can I sell my business without a broker in Florida?
Yes. Owners can sell their own business; licensing rules apply to people who broker a sale for others. You will still want a transaction attorney and CPA. See broker vs DIY.
Sources
- Florida Statutes 475.01 - Definitions (accessed 2026-09-23)
- Tax Foundation - 2026 State Individual Income Tax Rates and Brackets (accessed 2026-09-23)
- Florida Statutes 213.758 - Transfer of tax liabilities (accessed 2026-09-23)
- Florida Statutes 542.335 - Valid restraints of trade (accessed 2026-09-23)
- Florida Statutes 482.071 (accessed 2026-09-23)
- Empire Flippers - Sell your online business (fees and requirements) (accessed 2026-09-23)
- Flippa - Pricing (accessed 2026-09-23)