united-states licensing real-estate payment fees
Does an out-of-state (U.S.) business broker or advisor need to be licensed in the state where the business is to get paid a finder&#39;s fee?
<p>If I am based in a state that DOES NOT require a business broker or real estate license to sell a business but I work on a deal in a state (WA, OR, CA, CO, FL, etc.) that does require that license, could/would/should that have any legal ramifications in reference to getting paid a fee/finder's fee on that deal?</p>

<p>Does one need to get licensed in that state to be compensated, in any way,  as part of the deal?</p>

<p><strong>TL;DNR:</strong> As usual, the answer is, "it depends." In this case, it depends on whether you ever worked on this deal while you were in the state that requires a license. <strong>US courts have consistently held that a broker or agent who is not physically present in a state is not "doing business" in the state, and thus not subject to its licensing laws.</strong></p>

<p>First, a point of clarification. <strong>There is no such thing as a "business brokers" license.</strong> Those states that require business brokers to have a license, require them to have a real estate license. So business brokers are subject to the same laws as real estate brokers. </p>

<p>Thus, in Florida, the state the OP is interested in, "real estate" is legally defined to include:</p>

<blockquote>
  <p>any interest or estate in land and <strong>any interest in business enterprises</strong> or business opportunities… <a href="http://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&amp;Search_String=&amp;URL=0400-0499/0475/Sections/0475.01.html" rel="nofollow noreferrer">FLA. STAT. §475.01(1)(i)</a></p>
</blockquote>

<p>Similarly, a "real estate broker" is defined as: </p>

<blockquote>
  <p>a person who, for another…sells…<strong>business enterprises</strong> or business opportunities or any real property… <a href="http://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&amp;Search_String=&amp;URL=0400-0499/0475/Sections/0475.01.html" rel="nofollow noreferrer">FLA. STAT.  §475.01(1)(a)</a></p>
</blockquote>

<p>The statute goes on to say that to sell real estate, (which, in Florida, <em>by definition</em> includes "business enterprises") you need to have a Real Estate Broker's license. </p>

<p>As I said above, the basic law for selling real estate in another state is simple: <em>If you work on a deal while you are in a state, you need a license from that state.</em></p>

<p>This rule has been consistenty applied by courts. For example, in <a href="https://openjurist.org/802/f2d/1143/consul-limited-v-solide-enterprises-inc-hrh" rel="nofollow noreferrer">Consul v. Solide</a>, 802 F.2d 1143 (1986), the US Court of Appeals said, "<strong>All</strong> relevant authority suggests that <em>licensing schemes like California's do not apply to out-of-state activities regarding in-state land</em>." The Court goes on to point out that "courts have found real estate licensing statutes inapplicable to transactions in which brokers performed <em>all of the regulated functions</em> outside the state in which they were not licensed."</p>

<p>Of course, this general rule is subject to a host of of details on matters such as whether you need to put a choice of law provision in any contracts, and so on. You can read more about the specifics of the law covering brokers selling land in another state <a href="https://journal.firsttuesday.us/interstate-real-estate-brokerage-3/7716/" rel="nofollow noreferrer">here</a>. </p>

<p><strong>Caveat:</strong> If the business you are selling has issued stock, then you are subject to state and federal securities law.  </p>

<p>If you need a license to sell a business in Florida and you don't have the license you can't make the sale, so you would not get paid.</p>

<p>If you aren't actually doing the selling, yes you can get paid, obviously.</p>

<h2>It depends on the law</h2>

<p>In general, if you require a licence to carry on a particular business/profession in a given jurisdiction (real estate agent, business broker, plumber, doctor, lawyer etc.) then if you do that business in that jurisdiction you need that licence irrespective of where your business is based.</p>

<p>What the consequences are of doing the business without a licence depend on the law. You may be liable to a fine (or imprisonment) but still entitled to payment. There may be no state sanction but you might not be able to enforce the contract. Or both. </p>
