Selling through a broker in Arizona: at a glance
Arizona rules that affect a business sale
| Topic | What the rule says | Source |
|---|---|---|
| Who may broker the sale | Arizona's definition of a real estate broker covers anyone who, for compensation, sells, lists or negotiates the sale of businesses and business opportunities, and a "business broker" is a real estate broker who acts in business sales where a lease or sale of real property is part of the deal (A.R.S. 32-2101). Expect an Arizona real estate license. | |
| State income tax on the gain | Arizona taxes all taxable income at a flat 2.5% (Tax Foundation). | Tax Foundation - 2026 State Individual Income Tax Rates and Brackets |
| Bulk sale / successor liability | Arizona makes buyers responsible for a seller's unpaid transaction privilege tax (TPT): the buyer must withhold enough of the price until the seller produces a receipt or a certificate that nothing is due, or become personally liable (A.R.S. 42-1110). The Department of Revenue says sellers request a Letter of Good Standing with its Tax Clearance Application, and the statute gives the department 15 days to respond. | A.R.S. 42-1110 - Successor liability for tax, Arizona Department of Revenue - Business |
| Non-compete in a sale | We did not find an Arizona statute specific to sale-of-business non-competes; enforceability turns on case law and reasonableness. Have counsel draft the scope and length. | Case law - confirm with counsel |
What business brokers charge
Main Street business brokers usually charge a success fee - a percentage of the sale price paid at closing - with a minimum fee; lower-middle-market M&A advisers often use tiered percentages and may charge an upfront retainer credited against the success fee. Few brokers publish their rates. Two that do: Empire Flippers (online businesses) charges 15% of the price up to $700,000, then 8% up to $5M and 2.5% above; Flippa charges a 10% success fee plus a listing fee. Use published schedules as a benchmark when you negotiate, and compare total cost if the deal does not close. See broker vs DIY for the fee math and our broker reviews.
How to vet a business broker in Arizona
- Check the license
Ask for their Arizona real estate license number and look it up with the state real estate regulator before you sign.
- Ask for closed deals like yours
How many businesses in your industry and size range did they close in the last two years, and at what share of asking price?
- Get every fee in writing
Success-fee percentage, minimum fee, any upfront, valuation or marketing fee, and whether buyers you bring trigger the fee.
- Limit exclusivity and the tail
Listing term (6-12 months is common) and the tail period after it ends during which a sale still owes a fee.
- Know who does the work
The person who pitches you should be the person who runs your deal.
- Know your number first
Run the valuation calculator so you can judge whether a broker’s suggested price is a listing tactic.
City guides in Arizona
Selling a specific kind of business
Brokers and marketplaces you will run into
See what you would keep after Arizona tax
Asset vs stock structure, price allocation and state tax.
Want help finding a vetted business broker in Arizona?
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Frequently asked questions
Do business brokers need a license in Arizona?
Arizona’s definition of a real estate broker covers anyone who, for compensation, sells, lists or negotiates the sale of businesses and business opportunities, and a “business broker” is a real estate broker who acts in business sales where a lease or sale of real property is part of the deal (A.R.S. 32-2101). Expect an Arizona real estate license.
How much tax will I pay on the sale of my business in Arizona?
Arizona taxes all taxable income at a flat 2.5% (Tax Foundation). Federal tax applies on top; model both with the after-tax proceeds calculator.
How much do business brokers charge?
Most charge a success fee as a percentage of the price with a minimum fee; few publish rates. Published examples: Empire Flippers 15% up to $700,000 (tiered down above that) and Flippa 10% plus a listing fee.
Can I sell my business without a broker in Arizona?
Yes. Owners can sell their own business; licensing rules apply to people who broker a sale for others. You will still want a transaction attorney and CPA. See broker vs DIY.
Sources
- A.R.S. 32-2101 - Definitions (Arizona Legislature) (accessed 2026-09-23)
- Tax Foundation - 2026 State Individual Income Tax Rates and Brackets (accessed 2026-09-23)
- A.R.S. 42-1110 - Successor liability for tax (accessed 2026-09-23)
- Arizona Department of Revenue - Business (accessed 2026-09-23)
- Empire Flippers - Sell your online business (fees and requirements) (accessed 2026-09-23)
- Flippa - Pricing (accessed 2026-09-23)