Five states say yes when no real property changes hands. Not seventeen, which is the number nearly every business-broker website repeats. Here is every jurisdiction, checked against the statute, with citations you can verify yourself.
One narrow fact pattern: you are brokering the sale of a business and its goodwill for someone else, for compensation. No real property transfers. No lease is assigned. An asset sale, clean.
That last condition is doing almost all of the work, and it is the reason most published answers are wrong. Add a lease assignment and the answer flips in a large majority of states, because most states define “real estate” to include leaseholds. Most business sales do involve a lease. So the practical advice you usually hear, get a license, is reasonable. It is the legal claim underneath it that does not hold up.
Search this question and you will find the same seventeen states over and over: Alaska, Arizona, California, Colorado, Florida, Georgia, Idaho, Illinois, Minnesota, Nebraska, Nevada, Oregon, South Dakota, Utah, Washington, Wisconsin, Wyoming. Four or five sites publish it, sometimes character for character. None of them cite a statute.
Most of that list does not survive contact with the statutes. Ten of the seventeen have business-opportunity language that is expressly conditioned on an interest in real property riding along. Idaho defines a business opportunity as one “where a sale or transfer of real property is involved in the transaction.” Washington gates its definition on “an interest in real property.” Utah, Colorado, Iowa, and New Hampshire read the same way. Those states belong on the list only for deals the list says it is excluding.
Illinois is a category error. It does require something, but it is registration with the Secretary of State's Securities Department under the Business Brokers Act, not a real estate license. Its real estate act contains no business-opportunity language at all.
Nebraska and Oregon are simply wrong. Nevada's own Real Estate Division publishes a bulletin saying a licensee does not need its business broker permit absent a real estate component, and uses a dental practice sale as the example.
California. Bus. & Prof. Code § 10030 defines a business opportunity as the sale or lease of the business and goodwill of an existing enterprise, full stop. No real property nexus. Unlicensed practice is a crime under § 10139 and the commission is unrecoverable.
Florida. The most thorough fold-in in the country. Fla. Stat. § 475.01(1)(i) does not merely mention businesses, it defines “real property” to include “any interest in business enterprises or business opportunities.”
Minnesota. § 82.55 subd. 19(d) reaches “any business opportunity or business, or its good will, inventory, or fixtures.” There is an alternative path: § 82.56(m) exempts Chapter 80A broker-dealers on asset purchases.
South Dakota. SDCL § 36-21A-6(3) tracks Minnesota's language, and the exemptions at § 36-21A-29 include no securities-dealer and no accountant carve-out. The tightest of the five.
Wisconsin. The clearest drafting anywhere. Wis. Stat. § 452.01(2)(a) reaches “a business or its goodwill, inventory, or fixtures, whether or not the business includes real property.” That closing clause exists to foreclose exactly the argument that works in other states.
Michigan is the interesting one. MCL § 339.2501(u) plainly covers “a business, business opportunity, or the goodwill of an existing business.” Read the statute and you would put Michigan on the list. But in G.C. Timmis & Co. v. Guardian Alarm Co., 468 Mich. 416 (2003), the Michigan Supreme Court construed that exact clause and held the act “applies only to real estate transactions.” The language was already in the statute when the case was decided, and it is still there today. The holding controls, and a justice dissented on the plain text, so the tension is real.
Arizona is genuinely close. A.R.S. § 32-2101 lists “businesses and business opportunities” alongside real estate in the broker definition, which is why it lands on the seventeen-state list. But the same section defines “business broker” as one acting where “a lease or sale of real property is either a direct or incidental part of the transaction,” and the catch-all subparagraph conditions non-real-property acts on a real property nexus. No Arizona court has resolved the tension. If you are working an Arizona deal with no real property, this is the one to ask a lawyer about rather than rely on a table.
Sorted alphabetically. The classification assumes no real property and no lease assignment.
| Jurisdiction | License needed | Authority | Notes |
|---|---|---|---|
| Alabama | None | Ala. Code § 34-27-30 | Every licensable act is tied to real estate. No business-opportunity language. |
| Alaska | None | AS § 08.88.161, § 08.88.990 | “Real estate” is an interest or estate in land. Business opportunity and goodwill appear nowhere in the act. |
| Arizona | None | A.R.S. § 32-2101(10), (51)(n) | Often listed as requiring a license. But “business broker” is defined as one acting where “a lease or sale of real property is either a direct or incidental part of the transaction,” and the catch-all at (51)(n) conditions non-real-property acts on a real property nexus. Untested in court. |
| Arkansas | None | Ark. Code Ann. § 17-42-103 | Reaches business sales only where a real property interest is purchased or sold along with it. |
| California | Real estate license | Cal. Bus. & Prof. Code §§ 10131(a), 10030 | § 10030 defines “business opportunity” as the sale or lease of the business and goodwill itself. No real property nexus required. Unlicensed practice is a crime under § 10139 and the fee is unrecoverable. |
| Colorado | None | C.R.S. § 12-10-201(6)(a)(IX) | Names business opportunities, but only “when the act or transaction involves, directly or indirectly, any change in the ownership or interest in real estate.” |
| Connecticut | None | Conn. Gen. Stat. § 20-311 | Reaches only an estate or interest in real estate. |
| Delaware | None | 24 Del. C. § 2902(a)(2) | No business-opportunity language anywhere in the chapter. |
| District of Columbia | None | D.C. Code § 47-2853.161 | Scope of practice is limited to real property. |
| Florida | Real estate license | Fla. Stat. § 475.01(1)(a), (1)(i) | The strongest fold-in of any state: “real property” is defined to include “any interest in business enterprises or business opportunities.” Note the carve-out at § 475.011(12) for registered broker-dealers selling to accredited investors. |
| Georgia | None | O.C.G.A. § 43-40-1(2), (9) | All ten enumerated broker acts key on real estate. No business-opportunity hook in Chapter 40. |
| Hawaii | None | HRS § 467-1 | Expressly reaches going-business sales only where an asset is a leasehold or other interest in real property. |
| Idaho | None | Idaho Code § 54-2004(12) | “Business opportunity” is defined as requiring that “a sale or transfer of real property is involved in the transaction.” |
| Illinois | Separate registration | 815 ILCS 307/10-10 (Business Brokers Act of 1995) | Not a real estate license. Registration with the Secretary of State's Securities Department. The real estate act (225 ILCS 454) has no business-opportunity language at all. Registration is exempt where an interest in real estate is the dominant element. |
| Indiana | None | IC § 25-34.1-1-2 | “Real estate” means any right, title, or interest in real property. Nothing further. |
| Iowa | None | Iowa Code § 543B.4 | Names business opportunities, but only those “which involve any interest in real property.” |
| Kansas | None | K.S.A. § 58-3035 | No business-opportunity or goodwill language. |
| Kentucky | None | KRS § 324.010(1), (5) | Licensed acts are real-estate-only. |
| Louisiana | None | La. R.S. § 37:1431 | Reaches the sale of “any business whose assets include real estate or leases of real estate.” The condition fails on a pure goodwill deal. |
| Maine | None | 32 M.R.S. § 13001(4) | “Real estate” includes an existing business “if real estate is a part of the business.” |
| Maryland | None | Md. Bus. Occ. & Prof. § 17-101 | All six brokerage-service categories key on real estate. |
| Massachusetts | None | M.G.L. c. 112, § 87PP | No business-opportunity language in the definitions. |
| Michigan | None | MCL § 339.2501(u); G.C. Timmis & Co. v. Guardian Alarm Co., 468 Mich. 416 (2003) | The statute still reads as though it covers “a business, business opportunity, or the goodwill of an existing business.” The Michigan Supreme Court construed that exact clause and held the act “applies only to real estate transactions.” Text and holding point opposite ways; the holding controls. |
| Minnesota | Real estate license | Minn. Stat. § 82.55 subd. 19(d) | Covers “any business opportunity or business, or its good will, inventory, or fixtures,” with no real property condition. § 82.56(m) provides an alternative path for Chapter 80A broker-dealers on asset purchases. |
| Mississippi | None | Miss. Code Ann. § 73-35-3 | No business-opportunity language in Chapter 35. |
| Missouri | None | RSMo § 339.010.1 | All ten clauses keyed to real estate. |
| Montana | None | MCA § 37-51-102 | Confirmed against the Board of Realty Regulation, which issues no business-brokerage credential. |
| Nebraska | None | Neb. Rev. Stat. § 81-885.01; Ford v. American Medical Int'l, 422 N.W.2d 67 (Neb. 1988) | Frequently listed as requiring a license. The case says business brokers fall within the statutes if the sale or lease “involves the transfer of any interest in real estate.” In Ford a hospital lease supplied that interest. Strip the real property and the condition fails. |
| Nevada | None | NRS § 645.0075; Real Estate Division Bulletin IB-13 | A business broker permit exists, but the Division states plainly that a licensee “need not obtain a Business Broker Permit… if there is not a real estate component involved,” using a dental practice sale as the worked example. |
| New Hampshire | None | RSA § 331-A:2, XI | Names business opportunities, but only those “which involve any interest in real estate.” |
| New Jersey | None | N.J.S.A. § 45:15-3 | No business-opportunity or goodwill language. |
| New Mexico | None | NMSA § 61-29-2(A) | Licensed acts are real-estate-only. |
| New York | None | N.Y. Real Prop. Law § 440(1) | No business-opportunity language. But long-standing case law (Weingast v. Rialto Pastry Shop, 243 N.Y. 113) requires a license where the sale includes a lease assignment. |
| North Carolina | None | N.C. Gen. Stat. § 93A-2(a) | No reference to business, business opportunity, or goodwill. |
| North Dakota | None | N.D.C.C. § 43-23-06.1(8), (9) | Business opportunity and goodwill appear nowhere in chapter 43-23. |
| Ohio | None | R.C. § 4735.01(A), (B) | Commonly claimed to require a license. It does not. Unlike neighboring states, Ohio's act has no business-opportunity hook at all. |
| Oklahoma | None | 59 Okla. Stat. § 858-102 | No business-opportunity language in the license code. |
| Oregon | None | ORS § 696.010, § 696.020 | Often listed as requiring a license. All fourteen subparagraphs of “professional real estate activity” key on real estate, and the separate business-opportunity statute at ORS § 646.551 expressly excludes the sale of substantially all assets of an ongoing business. |
| Pennsylvania | None | 63 P.S. § 455.201 | All seven broker clauses key on real estate. No separate business-broker license exists. |
| Rhode Island | None | R.I. Gen. Laws § 5-20.5-1 | No business-opportunity language. |
| South Carolina | None | S.C. Code Ann. § 40-57-30 | No business-opportunity language anywhere in the licensing law. |
| South Dakota | Real estate license | SDCL § 36-21A-6(3) | Covers “any business opportunity or business, or its goodwill, inventory or fixtures.” No real property condition, and the exemptions at § 36-21A-29 include no securities-dealer or accountant carve-out. The tightest of the five. |
| Tennessee | None | Tenn. Code Ann. § 62-13-102(4)(A) | The definition that determines who must be licensed is real-estate-only. “Business opportunity” appears only in the 1995 agency-duty definitions, which presuppose an existing licensee. Well supported but not judicially confirmed. |
| Texas | None | Tex. Occ. Code § 1101.002(6) | “Real estate” means any interest in real property. Business opportunity, business enterprise, and goodwill appear nowhere in Chapter 1101. No separate business-broker license. |
| Utah | None | Utah Code § 61-2f-102(10) | “Business opportunity” means the sale of a business “that includes an interest in real estate.” |
| Vermont | None | 26 V.S.A. § 2211 | The narrowest in the country. “Real estate” expressly excludes leaseholds. |
| Virginia | None | Va. Code Ann. § 54.1-2100 | No business, business-opportunity, or goodwill language. |
| Washington | None | RCW § 18.85.011(3) | Names “good will of an existing business” but gates the whole definition on “an interest in real property.” |
| West Virginia | None | W. Va. Code § 30-40-4, § 30-40-5 | No business-opportunity or business-enterprise language. |
| Wisconsin | Real estate license | Wis. Stat. § 452.01(2)(a) | The clearest text in the country: reaches “a business or its goodwill, inventory, or fixtures, whether or not the business includes real property.” Express anti-loophole drafting. No securities or accountant exclusion. |
| Wyoming | None | W.S. § 33-28-102(a)(xlv) | All fifteen subparagraphs of “real estate activity” key on real estate. |
The lease is the trip wire, not the business. In most of the 45 no-license states, “real estate” is defined to include leaseholds. Assign the lease and you are in licensed territory. New York has held this since 1926. Vermont is the only state in the country that expressly excludes leaseholds from the definition.
Home-state licensure is a separate gate. Most states that let an out-of-state broker share in a deal require both a written agreement with a broker licensed in that state and an active license in the broker's home state. Letting a home-state license go inactive between deals quietly closes that door.
Equity deals are a different body of law. If the transaction is structured as a stock or membership-interest sale rather than an asset sale, state securities registration can attach regardless of anything on this page. The federal M&A broker exemption at 15 U.S.C. § 78o(b)(13) is federal only and does not preempt state blue-sky law.
Business-opportunity registration statutes are not this. Many states have laws with “business opportunity” in the title that regulate sellers of franchise-style offerings and marketing plans. They impose registration on the offeror, not a license on someone brokering the sale of a going concern. Conflating the two is a common source of bad answers.
Texas is not on the list. Tex. Occ. Code § 1101.002(6) defines real estate as any interest in real property, and business opportunity, business enterprise, and goodwill appear nowhere in Chapter 1101. There is no separate Texas business-broker license. The Texas Association of Business Brokers recommends members get a real estate license anyway, which is sound advice for the lease reason above, not a legal requirement for the business itself.
If you run a brokerage entity that needs a licensed broker on its record in Texas, Florida, Georgia, or Utah, that is the work we do. Details on the service page.
How this was built, and its limits. Every classification above was read from the state's own licensing statute, checked against the state real estate commission where it publishes guidance, and re-checked adversarially for the states where a license is required. Citations are given so you can verify any line yourself rather than take our word for it.
Statutes change, and a few entries turn on readings no court has confirmed. Arizona and Tennessee are the two where reasonable lawyers could land differently, and both are flagged in the table. Michigan rests on a 2003 decision that reads against the statutory text still on the books.
This is general information about licensing law, not legal advice, and it is not a substitute for counsel licensed in the relevant state. David Montalvo is a licensed real estate broker (Texas #595597-B), not an attorney. Before structuring a transaction or deciding you do not need a license, talk to a lawyer in that state.
Last verified July 2026. Found something wrong? Tell us and we will correct it.
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