If you're thinking about selling your business, one of the first questions you'll face is who should help you do it. Should you use a business broker? An M&A adviser? Or something else entirely?
The answer depends on what your business is, how much it's worth, who's likely to buy it, and how complex the sale will be. This post explains the difference between a business broker and an M&A or corporate finance adviser, and helps you decide which route makes sense for your situation.
The Short Answer
Use abusiness broker(or marketplace route) if your business is relatively straightforward, owner-managed, smaller, easy to explain, and likely to appeal to private buyers, local operators, trade buyers or first-time business buyers.
Consider anM&A adviser or corporate finance adviserif your business is larger, more complex, has strong EBITDA, multiple sites, private equity interest, strategic acquirers, a management team, complex shareholders, regulated activity, international buyers, or deal terms like deferred consideration or earn-outs.
There's no fixed legal cut-off between the two. But as a rough commercial rule, many ordinary small-business sales can use a marketplace, broker or direct-adviser route. Larger deals — especially where the business is worth several million pounds or has £1m+ EBITDA — are more likely to need corporate finance or M&A support.
What Does a Business Broker Do?
A business broker typically helps a seller with the marketing and sale of an owner-managed business. Their services usually include:
Estimating a market value
Preparing a listing or sales document
Marketing the business confidentially
Finding and screening buyers
Managing initial conversations
Sharing information under NDA
Supporting offers and negotiations
Liaising with solicitors and accountants
Supporting the transaction through to completion
Service levels vary considerably between brokers. Some focus primarily on listing and marketing. Others provide more hands-on deal support. Before appointing anyone, it's worth checking their upfront fees, success fees, minimum fees, lock-in period, exclusivity terms, buyer database, sector experience, and what happens if you find your own buyer.
What Does an M&A Adviser Do?
An M&A adviser or corporate finance adviser provides more strategic support for larger or more complex transactions. Their role typically goes well beyond marketing. They may help with:
Exit planning and valuation strategy
Identifying and mapping potential buyers
Targeting strategic acquirers and private equity
Financial modelling and normalised EBITDA analysis
Preparing an information memorandum
Coordinating vendor due diligence
Managing a structured bidding process to create competitive tension
Negotiating heads of terms and deal structure
Advising on earn-outs and deferred consideration
Coordinating completion with lawyers and tax advisers
In short, an M&A adviser manages a controlled sale process rather than simply responding to enquiries. This becomes more relevant where the business is larger, more profitable, more complex, or attractive to strategic or institutional buyers.
Main Differences at a Glance
Typical deal type - Smaller business sales - Larger or complex transactions
Buyer search - Listings, database, general marketing - Targeted buyer mapping and outreach
Buyer type - Private buyers, operators, trade buyers - Trade acquirers, PE, strategic buyers
Preparation - Listing and documents - Financial analysis, IM, buyer strategy
Process - Often reactive to enquiries - Structured, adviser-managed process
Fee model - Upfront/retainer/success fee - Retainer and higher success fee
Best for - Owner-managed SMEs - Larger SMEs, strategic sales, PE interest
These are general distinctions. Individual firms vary considerably.
When a Marketplace or Broker Route May Be Enough
A marketplace, direct-adviser or broker route may work well if:
The business is small or owner-managed
The asking price is understandable and easy to justify
The accounts are relatively straightforward
There aren't many shareholders
The likely buyers are local operators, trade buyers or individuals
The deal is likely to be an asset sale
The business is easy to explain without revealing sensitive information
The seller wants a cost-effective route to market
Solicitor and accountant support is already in place
Common examples include cafés, salons, retail shops, trades businesses, cleaning companies, small e-commerce stores, small agencies, and local service businesses.
This is the kind of sale where a marketplace like Buy a Business Ltd can add genuine value — providing visibility, guidance, checklists and a simpler route to serious buyers.
When an M&A Adviser May Be the Better Choice
An M&A adviser is more likely to be worth the cost if:
The business is worth several million pounds
EBITDA is significant
Private equity may be interested
There are strategic acquirers who wouldn't browse public listings
There are multiple shareholders to coordinate
The business has multiple sites or complex contracts
Management team continuity is important to buyers
Vendor due diligence is needed
Earn-out or deferred consideration terms are likely
The buyer pool needs targeted research
The seller wants a competitive process with multiple bidders
Cross-border buyers may be relevant
The sector is regulated
Examples include established B2B services companies, manufacturing businesses with strong contracts, SaaS businesses with meaningful recurring revenue, healthcare or care groups, multi-site retail or leisure operators, specialist professional services firms, and logistics companies with strategic buyer interest.
Questions to Ask Before Choosing
Before deciding, it's worth being honest with yourself about a few things:
What is the realistic value range?
What is the adjusted EBITDA?
Who are the most likely buyers?
Is the business attractive to private equity?
Is the sale likely to be competitive?
Is confidentiality especially sensitive?
Do I need targeted buyer outreach?
Do I need an information memorandum?
Are my accounts ready for serious due diligence?
Are there complex tax issues?
Can I handle buyer enquiries myself?
Would a broker add enough value?
Would an M&A adviser justify higher fees?
The key principle: don't choose purely on price. Choose based on the type of process your business actually needs.
Fee Structures: What to Expect
Broker fees may include:
Upfront fee
Monthly retainer
Marketing fee
Success fee (often a percentage of sale price)
Minimum success fee
Withdrawal or exit fee
Exclusivity or lock-in period
M&A adviser fees may include:
Initial preparation fee
Monthly retainer
Tiered success fee
Abort fee
Expenses
VAT
Minimum fee
Higher fees aren't automatically bad if the adviser genuinely creates competition and improves the deal outcome. But unclear fees are dangerous. Always ask:
What is payable upfront?
What is only payable on completion?
Is VAT included?
Is there a minimum fee?
What happens if I find my own buyer?
What happens if I withdraw?
How long am I locked in?
Who actually does the work day to day?
Common Mistakes to Avoid
Using a cheap route for a complex deal.A larger or strategic sale may need specialist preparation and buyer targeting that a simple listing can't provide.
Using an expensive adviser for a simple sale.A micro-business may not justify corporate finance fees. Know what your deal actually needs.
Confusing marketing with deal management.Getting enquiries is not the same as managing due diligence and negotiation. They are very different skills.
Ignoring lock-in terms.Long exclusivity can trap sellers. Read the contract carefully.
Choosing based on valuation promises.A high suggested valuation does not guarantee a sale. Some advisers inflate estimates to win mandates.
Not checking who will actually work on the deal.The senior partner may pitch, but junior staff may run the process. Ask directly.
Not preparing documents before appointing anyone.Poor records weaken every route. Get your house in order first.
Broker vs M&A Adviser: A Quick Checklist
Before you appoint anyone, try to confirm:
You know your approximate valuation range
You know your adjusted EBITDA
You understand who the likely buyers are
You know whether strategic buyers or private equity may be interested
You know whether you need a confidential, targeted process
You know whether an information memorandum is needed
You've compared broker fees carefully
You've compared M&A adviser fees if relevant
You understand lock-in and exclusivity terms
You know who will manage the sale
You've taken legal, tax and accounting advice
FAQs
Is an M&A adviser the same as a business broker?Not usually. A broker typically focuses on marketing and buyer enquiries for smaller businesses. An M&A adviser manages larger or more complex sale processes, often using targeted outreach and structured bidding.
What size business needs an M&A adviser?There's no fixed rule. Larger, more profitable or more complex businesses are more likely to benefit. Common indicators include £1m+ EBITDA, strategic buyer interest or private equity interest.
Can I use a marketplace and an adviser at the same time?Possibly, depending on adviser terms. Check exclusivity and any contract restrictions carefully.
Is a broker cheaper than an M&A adviser?Often, but not always. Compare total fees, minimum fees, retainers, success fees and the value each route is likely to deliver.
Key Takeaways
Brokers and M&A advisers serve different deal types. A marketplace or broker can work well for smaller, owner-managed businesses where the buyer pool is relatively accessible and the sale is straightforward. Larger or complex deals — particularly those involving strategic buyers, private equity or significant deal structure — are more likely to need corporate finance or M&A advice.
There is no fixed legal cut-off between the two routes. Choose based on buyer type, deal complexity, confidentiality requirements and realistic value — not just on cost. And whatever route you take, professional legal, tax and accounting advice remains essential.
*Buy a Business Ltd is a marketplace, not a broker, corporate finance adviser, M&A adviser, law firm, tax adviser or accountant. This post is for general guidance only and does not constitute professional advice. Always seek independent professional advice before selling your business.*