Licensing, in plain terms
Virginia REALTORS' legal hotline answers this directly: "There is no license requirement to be a business broker, or in other words, to represent someone who is buying or selling a business" (Virginia REALTORS, Sept. 2024). That means business brokers range from highly experienced to brand new, and a license does not tell you which is which. Ask about track record, references and how they are paid.
Where a license does matter
If a deal includes real estate, the person who negotiates the purchase or sale of that real estate for compensation generally needs a Virginia real estate license. The statute defines a real estate broker as someone who, for compensation, sells or offers to sell, buys, or negotiates the purchase or sale of real estate (Va. Code ยง 54.1-2100). A seller who owns the building should use a licensed Virginia broker for that piece.
Contracts need a lawyer
The same Virginia REALTORS answer warns that drafting a sale contract for a business could be considered the unauthorized practice of law and recommends an attorney. Anyone, including us, who tells you they will draft your purchase agreement without being a lawyer is a red flag.
So who do you need?
- A business attorney for the letter of intent, purchase agreement and lease assignment.
- A CPA for the financials, deal structure and taxes.
- A business broker or intermediary, optional, to market the business and manage buyers. Not required by law for a business-only sale.
- A licensed real estate broker if property is included.
Questions to ask any broker or advisor
- How are you paid, and when? Upfront fees, success fees, or both.
- How many businesses like mine have you closed in the last three years?
- Will you ever represent the buyer, or be the buyer?
- What happens if I want to stop?
- Can I speak with two recent clients?
This guide is general information, not legal advice. Check with a Virginia attorney about your situation.