For both sides

Appraisal vs broker opinion of value

Federal and state law current as of September 2026 — verify with counsel.

A business appraisal is a formal opinion of value prepared by a credentialed valuation professional under written standards such as USPAP or the AICPA's VS Section 100, built to hold up before the IRS or a court. A broker opinion of value is a market-based estimate of a likely selling price range, used to decide whether and how to go to market. It is not an appraisal.

Key takeaways

  • USPAP, published by The Appraisal Foundation, covers business valuation as well as real estate; the current edition took effect 1 January 2024, with Standards 9 and 10 governing business appraisal development and reporting.
  • The AICPA's VS Section 100 distinguishes a valuation engagement, which produces a conclusion of value, from a calculation engagement, which produces a calculated value using methods agreed with the client.
  • For tax filings that require a qualified appraisal, 26 CFR 1.170A-17 requires generally accepted appraisal standards and an appraiser with verifiable education and at least two years of experience or a recognized designation.
  • Revenue Ruling 59-60 supplies the fair market value standard most tax appraisals use: a willing buyer and willing seller, neither under compulsion, both reasonably informed.
  • A broker opinion of value estimates what buyers are likely to pay now, with deal structure in mind; a broker who is not a credentialed appraiser should never present it as an appraisal.

Appraisal vs broker opinion of value at a glance

Credentialed business appraisalBroker opinion of value (BOV)
Question answeredWhat is the value under a defined standard, such as fair market value, on a stated date?What range are buyers likely to pay if this goes to market now, and on what terms?
Who prepares itA valuation professional holding a designation such as ASA, ABV, or CVAA business broker or M&A advisor
StandardsUSPAP Standards 9 and 10, the AICPA’s VS Section 100, or the issuing body’s own standardsNo binding professional standard; quality depends on the broker’s method and candor
OutputA signed report with a conclusion of value, methods, assumptions, and limiting conditionsA pricing range with supporting reasoning, often part of a listing discussion
Built to withstandIRS review, litigation, audit, regulator scrutinyA seller’s go-to-market decision
Treatment of deal termsUsually a cash-equivalent valueConsiders seller notes, earn-outs, and buyer types
IndependenceAppraiser must be independent; fee cannot depend on the resultBroker usually earns a fee if a sale closes, which is a disclosed interest
Typical useTax, estate, gift, divorce, partner dispute, buy-sell, financial reportingDeciding whether to sell, setting an asking range, judging offers

Neither is better. They answer different questions for different audiences.

What makes something an appraisal?

An appraisal is defined by who prepares it and the standard it follows, not by its length.

USPAP. The Uniform Standards of Professional Appraisal Practice are published by The Appraisal Foundation. The current edition took effect on 1 January 2024 and covers real estate, personal property, business valuation, and mass appraisal. Standards 9 and 10 govern developing and reporting a business appraisal. The Foundation notes that compliance is legally required for state-licensed appraisers in federally related real estate transactions and otherwise applies through professional membership, client contract, or state law. Business appraisers holding the American Society of Appraisers’ business valuation designation follow it.

AICPA VS Section 100. CPAs who value businesses follow the AICPA’s Statement on Standards for Valuation Services. It defines two engagements. A valuation engagement ends in a conclusion of value, with the analyst free to use every appropriate approach. A calculation engagement ends in a calculated value, using only the approaches the analyst and client agreed on. The calculation is quicker and cheaper and carries less weight.

Other credentials. NACVA’s Certified Valuation Analyst designation is open to CPAs and non-CPAs who meet its education and experience requirements, and has its own professional standards.

The tax definition. Where the tax code requires a “qualified appraisal,” 26 CFR 1.170A-17 says it must follow generally accepted appraisal standards, which the regulation ties to the substance and principles of USPAP. The appraiser must have verifiable education plus two or more years of experience valuing that type of property, or a recognized designation. Most tax valuations of private companies also apply the fair market value definition in Revenue Ruling 59-60: the price between a willing buyer and willing seller, neither under compulsion and both reasonably informed.

What is a broker opinion of value?

A BOV is a broker’s estimate of the range in which a business is likely to sell in the current market. It draws on the same three approaches an appraiser uses, which are outlined under valuation methods by license type, but its emphasis is practical:

  • Earnings are normalized the way buyers will normalize them, including adjustments that go against the seller.
  • The range reflects who the realistic buyers are in that state, what they can get approved for, and how they can pay.
  • Structure is part of the answer. In cannabis, with no bank or SBA financing, a price paid partly in a seller note is normal, and the BOV should say so.
  • It is dated and perishable. Wholesale prices, new license rounds, and federal tax changes can move it within months.

A good BOV labels every outside figure with its source and date and separates data from opinion. The standard this site tries to follow is visible on the page about dispensary valuation multiples. A BOV is not an appraisal, should not be filed with a tax return, and should not be offered to a court as one. Some states regulate who may give opinions of value for real estate; rules on who may broker a business sale are summarized under business broker licensing by state.

When do you need which?

SituationWhat usually fitsWhy
Deciding whether to sell, or setting an asking rangeBOVThe question is what buyers will pay now
Weighing an unsolicited offerBOVSpeed, and knowledge of terms in current deals
Gift or estate tax filing, charitable gift of an interestQualified appraisalTax rules require it and penalties apply to misstatements
Partner buyout under an operating agreementAppraisal, often by the process the agreement namesSee valuation for partner buyouts and disputes
Divorce or shareholder litigationAppraisal with expert testimonyThe court needs an independent, standards-based opinion
Sale to a related party or insiderAppraisalSupports the price if the IRS, a regulator, or a minority owner questions it
Allocating price among assets after a dealOften an appraisal of specific assetsSee purchase-price allocation
Lender collateral reviewLender-ordered appraisal of real estate or equipmentThe lender chooses the appraiser
Buying out an investor at an agreed formulaCalculation engagement may sufficeBoth sides have agreed the method

Regulators reviewing a change of ownership generally look at who the new owners are and where the money comes from, not at whether the price was appraised. But a price far from any supportable value can invite questions about hidden interests, which is another reason to document how it was reached.

Why cannabis is hard for both

Accounting firm Withum’s February 2026 review of cannabis valuation notes the core problems: product cannot cross state lines, so each market must be forecast separately; guideline public companies are few and large; and federal tax treatment is changing. Add to that:

  • 280E. Pre-tax earnings overstate cash for adult-use operators. A credible report or BOV shows after-tax cash separately.
  • Transferability. Fair market value assumes a hypothetical willing buyer. In cannabis the pool of legally eligible buyers may be small, which affects marketability discounts in an appraisal and the realistic range in a BOV.
  • Thin comparables. Most private prices are undisclosed. Both documents should say so plainly and avoid false precision.

When hiring an appraiser, ask whether they have valued state-licensed cannabis businesses, which standard and which definition of value they will use, how they will treat 280E and the April 2026 medical rescheduling, and whether the report will be a full valuation or a calculation.

Using both without paying twice

The two can work in sequence. Many owners start with a BOV because it is fast and tells them whether a sale is worth pursuing. If a partner dispute, estate plan, or related-party sale is also in play, they then hire an appraiser, who can use the same normalized financials. Keep the roles separate: the appraiser must be independent of the sale outcome, and the broker’s range should not be presented as the appraiser’s conclusion.

What an initial valuation conversation covers is described on how a cannabis business sale works. This page is educational. It is not legal, tax, or valuation advice, and the broker behind this site is not a credentialed appraiser, attorney, or CPA.

Frequently asked questions

Do I need a formal appraisal before selling my cannabis business?

Usually not. Buyers set their own price from your financial records and their diligence, and they give little weight to a seller's appraisal. A broker opinion of value is normally enough to choose an asking range. A formal appraisal becomes worthwhile when the sale involves a related party, an estate, an employee stock plan, or partners who disagree.

Will a buyer or lender accept my broker's opinion of value?

As background, yes. As proof, no. A buyer will rebuild the numbers independently. Private lenders active in cannabis generally order their own collateral and cash flow analysis and may require a third-party appraisal of real estate or equipment. An opinion of value is a pricing tool for the seller, not a document other parties rely on.

Can a business broker prepare an appraisal?

Only if the broker also holds appraisal credentials and follows the applicable standards. Most brokers, including the broker behind this site, are not credentialed appraisers and provide opinions of value, which estimate a probable selling range. Calling that an appraisal would be inaccurate and could mislead a court, tax authority, or partner who relies on it.

Are cannabis businesses harder to appraise than other businesses?

Yes. Public comparables are large multi-state operators, private sale prices are rarely disclosed, earnings are distorted by section 280E, licenses may not be transferable, and wholesale prices move quickly. A credentialed appraiser can handle these issues, but choose one who has valued state-licensed cannabis businesses before and who will explain how each issue was treated.

What is the difference between a valuation engagement and a calculation engagement?

Under the AICPA standard, a valuation engagement lets the analyst choose all appropriate approaches and ends in a conclusion of value. A calculation engagement uses only the approaches agreed with the client and ends in a calculated value. The calculation is cheaper and faster, but it carries less weight in litigation or tax matters because the procedures are limited.

Sources

  1. The Appraisal Foundation — USPAP (2024 edition, effective 1 Jan 2024) — https://appraisalfoundation.org/pages/uspap
  2. AICPA and CIMA — Statement on Standards for Valuation Services (VS Section 100) — https://www.aicpa-cima.com/resources/download/statement-on-standards-for-valuation-services-vs-section-100
  3. AICPA and CIMA — VS Section 100: Calculation Engagement and Report FAQs — https://www.aicpa-cima.com/resources/download/vs-section-100-calculation-engagement-and-report-faqs
  4. Cornell Legal Information Institute — 26 CFR 1.170A-17 Qualified appraisal and qualified appraiser — https://www.law.cornell.edu/cfr/text/26/1.170A-17
  5. Tax Notes — Rev. Rul. 59-60 — https://www.taxnotes.com/research/federal/irs-guidance/revenue-rulings/rev-rul-59-60/d30t
  6. American Society of Appraisers — About Business Valuation — https://www.appraisers.org/disciplines/business-valuation-BV/about
  7. NACVA — Certified Valuation Analyst (CVA) — https://www.nacva.com/cva
  8. Withum — Cannabis Valuation Techniques: 2026 Update (4 Feb 2026) — https://www.withum.com/resources/market-valuation-techniques-in-the-cannabis-industry/