Business broker or M&A advisor: which one sells your company?

1. The short answer

Both sell companies. A business broker lists a business and markets it to whoever is looking, much the way a house is listed. An M&A advisor runs a private process: they prepare the company, approach a short list of chosen buyers directly, and make those buyers compete for it.

Brokers suit smaller businesses that an individual will buy and run. Advisors suit companies with $1 million or more in revenue that a company, an investment fund or a well backed individual will buy. The size of your company decides most of it. Who is likely to buy it decides the rest.

They are not 2 grades of the same service. They find different buyers by different methods, and a company sold the wrong way attracts the wrong buyers, or none. That costs an owner far more than the difference between the 2 fees, which is why it is worth understanding both before you sign with either.

2. What a business broker does

A broker works the way a real estate agent works, and in Ontario that is what the law says they are, as section 8 explains. You and the broker agree an asking price. The broker writes a listing, often without naming the business, and puts it in front of the market: the business-for-sale websites, their own list of buyers, and other brokers. Buyers come to the listing.

Most of those buyers are individuals. They want to buy a job and an income: a first business, a second career, a franchise, a family investment. Some are small companies adding a location. The broker screens them, shows the business, collects offers and helps with the negotiation. The deal is usually an asset sale, the buyer often borrows part of the price from a bank, and the seller is often asked to lend part of it too and be repaid over time.

Brokers work in volume. A brokerage carries many listings at once, each agent handles several, and the fee is a commission on each one that closes. That is not a criticism. It is the right tool for a business a person can buy and run: a restaurant, a trade, a shop, a small practice, a franchise, most businesses under $1 million or so in revenue. For those, the market is individuals, and a listing is how individuals shop.

3. What an M&A advisor does

An M&A advisor does not list your company. They sell it privately, to buyers they choose, and the work runs in a sequence.

1. Preparation. They work through your numbers, normalize the earnings, find the weaknesses a buyer will find, and decide with you how the company should be presented.
2. Materials. A 1 page anonymous teaser, and a confidential information memorandum that goes only to buyers who have signed a non-disclosure agreement.
3. A buyer list. Dozens of names, each there for a reason: companies in your industry that want your customers, your capacity or your territory, private equity groups that buy companies your size, family offices, and individuals with capital behind them.
4. The approach. Each is contacted directly and confidentially. Your name is released only under the agreement, and only to buyers the advisor has qualified.
5. Competition. Several buyers look at the company at once, submit indications of interest, and are narrowed to a shortlist. The one you choose sets out its terms in a letter of intent.
6. Negotiation to close. The advisor manages due diligence, works with your lawyer and accountant on the agreement, and keeps the deal moving for the 2 or 3 months that takes.

The buyers are different, and so is what they pay for. A competitor or a fund pays for what your company is worth to them, and pays it only when they know someone else is bidding. Creating that competition is the whole point of the process, and it is the thing a listing cannot do.

Advisory firms take on fewer clients, because each sale is a project that runs 6 to 12 months. Most Canadian firms take companies with at least $1 million in revenue, and some set the bar higher. The guide to how a sale works walks through the 7 stages in more detail.

4. The differences, side by side

• Who buys. Through a broker, mostly individuals. Through an advisor, companies, funds and individuals with capital behind them.
• How buyers are found. A broker writes a listing that buyers come to. An advisor builds a list of names and goes to them.
• Confidentiality. A listing is public even when the name is hidden, and a competitor can often work out whose it is. A process releases the name only under a signed agreement, 1 buyer at a time.
• Who sets the price. A listing carries an asking price, and offers come in at or under it. A process names no price. Buyers bid, and the competition between them sets it.
• The structure. Brokered deals are mostly asset sales. Advised deals are more often share sales, which is where the lifetime capital gains exemption lives.
• The team. A broker hands the deal to your lawyer at the end. An advisor works with your lawyer and your accountant from the start, because the tax structure is part of the price.
• The time. The Market Pulse survey of North American brokers and advisors put the deals under $2 million in value at 6 to 10 months from engagement to close in the second quarter of 2026, and the deals from $2 million to $50 million at 11 to 12 months. A process takes longer because it does more. The guide to how long a sale takes has the stages and the weeks.

5. What each one costs

A broker is paid a commission at closing: a percentage of the sale price, commonly around 10% on smaller sales, often with a minimum fee, and sometimes with a listing fee up front. If the business does not sell, the broker is usually paid nothing beyond that.

An advisor is paid 2 ways. A work fee, monthly or up front, covers the preparation and the materials, and is often credited against the second fee. The success fee is a percentage of the price, agreed before they start, which usually steps down as the price rises, so a larger sale pays a lower rate on a bigger number. Legal and accounting fees are on top of either.

3 things to settle in writing before you sign with anyone. The fee itself, including any minimum. The term of the engagement. And the tail: the period after the engagement ends during which a sale to a buyer they introduced still pays their fee. All 3 are normal, and all 3 are negotiable.

The guide to what it costs to sell a business in Canada has the scales both fees are calculated on, including the Double Lehman, along with the legal and accounting ranges and 3 worked examples at 3 deal sizes.

The fee is rarely what decides the outcome. The buyers who see the company and the competition between them decide it, and the difference that makes is usually many times the difference between the 2 fees. Choose the method that fits your company first, then negotiate the fee.

6. Which one you need

A broker is probably the right call if most of these are true.

• Revenue is under $1 million, or not far over it.
• The business is you, a location and a few staff, and the buyer will run it themselves.
• Much of the value is in the premises, the lease or the equipment.
• A public listing does not worry you, because customers and staff would not be unsettled by it.

An advisor is probably the right call if most of these are true.

• Revenue is $1 million or more, and there is a management layer under you.
• The natural buyer is a competitor, a supplier, a customer or a fund, not an individual.
• Confidentiality matters, because staff, customers or competitors would react to the news.
• A share sale and the capital gains exemption are on the table, so the structure needs planning years ahead.
• You want a partial sale, a management buyout or a recapitalization rather than a clean exit.

Between the 2, the lines blur. Some brokers run process-style sales for their larger clients, and some advisors take companies below their usual size in a sector they know. Ask each how they would sell yours, specifically, and listen for the method rather than the title. If you are not sure where you stand, the buyer readiness scorecard asks 10 questions and takes 2 minutes.

7. Questions to ask before you sign

• How many companies of my size, in my sector, have you closed in the last 2 years? Not 10.
• Who would buy my company, and how would you reach them? Ask to see a target list before you sign, not after.
• Who does the work day to day, and how many other clients do they have right now?
• What is the fee, in writing, including any retainer, minimum and tail?
• What happens if I turn down every offer?
• What are you registered or licensed as, and with whom?
• Can you give me 2 owners you sold for who will take my call?

1 answer should end the conversation. If anyone tells you what your company is worth before they have seen your numbers, they are telling you what you want to hear in order to win the engagement. The figure that matters is the one a buyer signs.

8. Who regulates them in Canada

In Ontario, selling a business is trading in real estate. The Trust in Real Estate Services Act, 2002 defines real estate to include businesses, with or without premises, together with the fixtures, stock-in-trade and goods connected with running them, and it says that no person shall trade in real estate unless registered under the Act. A broker who sells businesses in Ontario is registered with the Real Estate Council of Ontario, the same as a residential agent, and you can look them up. Other provinces set their own rules for brokers, and they differ, so ask what applies where you are.

M&A advisor is a description, not a licence. It tells you what a firm does, not who oversees it. The registration a firm holds depends on what it does and where, which is why the question in section 7 is worth asking plainly, and worth a plain answer.

Whichever you choose, your lawyer and your accountant are licensed professionals with duties to you, and a sale needs both. Neither a broker nor an advisor replaces them.

9. Questions owners ask us

10. Where we fit

Sell My Company is a finder, and proudly Canadian. Owners of Canadian companies with $1 million or more in revenue tell us 4 things, and we introduce them to 1 vetted Canadian M&A advisory firm that has closed deals at their size in their sector. 1 introduction, never a list. It is free to you at every stage, because the advisory firm pays our fee.

We introduce advisors, not brokers. If your company is below the line, we say so rather than waste your time, and the scorecard is open to any owner. We do not value your company, run the sale or negotiate on your behalf. We make the introduction and step back.