Business broker licensing by state

Do you need a licence to broker the sale of a business?

It depends on the state, and on what is being sold. Three separate bodies of law can apply:

1. State real estate licensing law. Some states define real estate brokerage to include selling a business or “business opportunity” for a commission.
2. State business broker statutes. A few states regulate business brokers directly.
3. Securities law. Selling a company by selling its stock or membership interests is a securities transaction, which raises federal and state broker-dealer rules.

Trade sources count about 17 states with some requirement as of October 2025: Alaska, Arizona, California, Colorado, Florida, Georgia, Idaho, Illinois, Michigan, Minnesota, Nebraska, Nevada, Oregon, South Dakota, Utah, Wisconsin, and Wyoming. Another trade list adds Washington and treats Michigan as uncertain. The lists disagree at the margins because several statutes only reach business sales that include real property.

State requirements with statutory citations

The table covers states we could confirm from the statute or the regulator. It is a starting point, not a legal opinion.

State	Requirement	Authority
California	Real estate broker licence. The broker definition covers a person who, for compensation, sells or buys “a business opportunity” for another	Bus. and Prof. Code 10131(a)
Florida	Real estate licence. “Broker” and “real property” are both defined to include business enterprises and business opportunities	Fla. Stat. 475.01
Illinois	No real estate licence needed for a pure business sale. Business brokers register with the Secretary of State Securities Department on Form BB01 and give clients a statutory disclosure document	Business Brokers Act of 1995, 815 ILCS 307
Nevada	Real estate licence plus a business broker permit from the Real Estate Division. The definition is tied to a business sold with an interest in real property	NRS 645.0075 and 645.863
Michigan	The real estate broker definition includes negotiating the sale of a business, business opportunity, or goodwill for a fee. Trade sources report the requirement has been contested, so confirm the current position	MCL 339.2501
Washington	Real estate licence only where the business sale includes an interest in real property, which is how the statute defines a business opportunity	RCW 18.85.011
Alaska, Arizona, Colorado, Georgia, Idaho, Minnesota, Nebraska, Oregon, South Dakota, Utah, Wisconsin, Wyoming	Reported by trade sources to require a real estate licence for business brokerage in at least some transactions. Oregon is reported to apply only where real estate transfers	Trade lists cited above; check the state real estate statute
Most other states, including New York, Massachusetts, New Jersey, Ohio, Pennsylvania, Missouri, Maryland	No licence reported for a business sale without real estate	Same

Why the real-property trigger matters in cannabis

In states like Washington and Nevada the statute reaches business sales that include a real property interest. Cannabis licences are tied to a specific premises, so nearly every deal involves either a building or a lease assignment. A deal that looks like a pure business sale can therefore fall inside a real estate licensing statute. Where the seller owns the building, a real estate licence is needed in every state to be paid for selling it. See selling a cannabis business with real estate.

Securities law and the M&A broker exemption

Many cannabis deals are equity sales, because keeping the licensed entity intact is often the smoothest route through the regulator; see asset sale vs membership-interest sale. Selling equity is selling securities, and being paid a success fee for that would ordinarily require broker-dealer registration.

Congress addressed this in late 2022. New Exchange Act section 15(b)(13), effective 29 March 2023, exempts an “M&A broker” from SEC registration when the deal transfers control of an eligible privately held company to a buyer who will be active in managing it. An eligible company is one with prior-year EBITDA under $25 million or gross revenue under $250 million. Conditions include that the broker does not hold the parties’ funds or securities and is not dealing with a shell company or a public offering.

Two limits:

• The exemption is federal. State securities regulators have their own broker-dealer rules, and not every state has a matching exemption.
• It covers control transactions. Raising minority capital from passive investors is outside it; see family-office and private-investor capital.

Almost all single-state cannabis operators fall under the size thresholds.

Does the cannabis regulator care who the broker is?

Usually only if the broker’s pay makes them a party of interest. A one-time success fee paid at closing is an ordinary transaction cost. A fee paid as a percentage of future revenue or profit, or paid in equity, can make the broker a financial-interest holder who must be disclosed and vetted under true party of interest and financial interest rules. Fee structures generally are covered in cannabis broker fees and commission.

What an owner should ask

1. Which licence or registration, if any, does this state require for brokering my sale, and do you hold it or work with a co-broker who does?
2. If my deal includes the building or a lease assignment, who is the licensed real estate broker of record?
3. If the deal is an equity sale, are you relying on the federal M&A broker exemption, and what is the position under this state’s securities law?
4. Is your fee a one-time payment at closing? If not, has counsel checked whether it needs to be disclosed to the cannabis regulator?
5. Is the engagement agreement signed by the correctly licensed entity?

A broker working nationwide handles this state by state, typically by holding the needed licence, registering, or co-brokering with a locally licensed firm. Broader questions to put to any intermediary are in why use a cannabis-specialist business broker.

This page is general information, not legal advice. Licensing statutes change, and enforcement practice differs from state to state.