Florida added 64,840 new real estate licensees in 2025. That is a record. Not one of the courses they took covers how to value a medical practice, how to normalize a physician’s books, or how to get a buyer through SBA underwriting.
Yet a good number of those licensees will happily take a listing for one. I know because medical practice owners forward me the pitches.
Selling a medical practice in Florida is a safe process when it is run by the right people. It is a minefield when it is not. After 134 closed transactions I can tell you the damage almost never comes from the deal itself. It comes from who you let near it. Here are the five ways I see Florida medical practice owners get burned, ranked from “this person is committing a felony” to “this buyer was never real.”
1. The broker is not licensed at all
Most medical practice owners do not know this: in Florida, selling a business for someone else is regulated real estate activity.
Chapter 475 of the Florida Statutes defines a broker as anyone who, for compensation, sells or negotiates the sale of “business enterprises or business opportunities.” The same chapter defines real property to include “any interest in business enterprises or business opportunities.” A medical practice is a business enterprise. So the person marketing yours needs an active Florida real estate license, full stop.
Operating without one is a third-degree felony under section 475.42, punishable by up to five years in prison and a $5,000 fine per violation. The Department of Business and Professional Regulation runs an unlicensed activity unit for exactly this, and it forwards cases to the State Attorney.
The felony belongs to the broker. The mess belongs to you.
Here is what an unlicensed intermediary actually means for a seller:
- No accountability. Licensed brokers answer to the Florida Real Estate Commission. They can be fined, suspended, and stripped of their license. An unlicensed operator answers to nobody until a prosecutor gets interested.
- No rules on your money. Deposits, escrow, and trust accounts are regulated for licensees. For everyone else, your buyer’s deposit is sitting wherever the guy decided to put it.
- No confidentiality discipline. Your patient counts, payer mix, and tax returns are now in the hands of someone with no license to lose.
- An unenforceable fee agreement. Section 475.41 says no contract for a commission is valid unless the broker was licensed when the work was done. That sounds like it protects you. In practice it means the unlicensed operator knows he cannot sue for his fee, so he finds another way to get paid, usually by writing himself into the deal itself.
Verify anyone who wants to represent you at myfloridalicense.com before you sign an engagement or send a single financial statement. It takes two minutes. If you find someone operating without a license, the DBPR unlicensed activity hotline is (866) 532-1440.
2. The broker is licensed, but for houses
This one is far more common, and it costs Florida medical practice owners far more money in aggregate than the outright criminals do.
Florida has roughly 315,000 active real estate licensees. Business Brokers of Florida, the state’s professional association for people who actually sell businesses for a living, has about 900 members. The rest of that licensee pool is legally allowed to list your medical practice. Almost none of them have ever sold one.
Why do they say yes anyway? The commission.
For businesses that sell under $5 million, the standard fee is around 10 percent. Many brokers use a tiered formula called Double Lehman: 10 percent on the first million, 8 on the second, 6 on the third, and so on. A residential agent, by contrast, is splitting a total commission that averaged 5.7 percent in a February 2026 national survey, with roughly half going to the other side of the table.
On a $2 million sale, that is the difference between about $200,000 for the practice and about $57,000 for a house at the same price. A house agent who gets one shot at a practice listing sees three years of income in one deal. Of course they take it.
Then the deal meets reality:
Valuation. Practices trade on normalized earnings, not revenue and not a rule of thumb. That means rebuilding the profit and loss from the tax returns, identifying owner add-backs, separating owner compensation from what a replacement physician would cost, and reading the payer mix for concentration risk. A house agent prices off a comp. There are no comps for your practice. I wrote about how buyers actually set the number in two numbers decide what your practice sells for.
Marketing. The residential playbook is exposure: post it everywhere, get as many eyes as possible. In a medical practice sale, exposure is the enemy. Your staff, your patients, your referral sources, and your payers should never find out before a signed deal. A public listing with a recognizable description, or a broker who talks to the wrong person, can cost you providers and referral volume before a single offer comes in. Confidentiality is the whole game, and it is the first thing a generalist gets wrong.
Presentation. Serious buyers expect a confidential information memorandum that reads like an investment case: adjusted earnings, provider productivity, payer mix, growth levers, transition plan. Handing a private equity group a one-page listing sheet and a QuickBooks export tells them the seller is unrepresented, and they price accordingly.
Negotiation. Here is where the money is really lost. Working capital targets, seller note terms, the SBA’s full-standby rule for seller financing, earnouts, rollover equity, the timing gap on Medicare and commercial payer credentialing after close. A generalist has never seen these, so they either concede them or blow up the deal fighting the wrong point. I broke those levers down in what you actually keep when you sell.
The right question to ask any broker is not “are you licensed.” It is “how many medical practices have you closed in the last two years, and can you show me those deals.”
3. The valuation nobody can explain
Every broker who wants your listing will give you a number. The question that separates the ones who know what they are doing from the ones who do not is simple: how did you get it?
Watch what happens when you ask. A generalist will point to a rule of thumb, or a listing they saw online, or “what practices like yours are going for.” Push once more and the answer moves. Push a third time and you realize the number was chosen to win the engagement, not to describe your practice. It showed up before anyone looked at a tax return.
That is the tell. There is no standard criteria behind it.
A real valuation has a method you can follow from start to finish. Which years were used and why. Whether the books were normalized from cash to accrual. Every add-back, line by line, with the support for each one. What a replacement physician would cost in your market and how that was backed out. Which multiple was applied, why that multiple fits a practice of your size and profile, and what buyers are actually paying for that profile right now. You should be able to hand the analysis to your CPA and have them follow every step.
That work takes time and expertise, and it is worth paying for. What is not worth anything is a number that cannot survive three questions.
The cost of getting this wrong runs both directions. Price too high and the practice sits, goes stale, and buyers start assuming something is wrong with it. Price too low and you hand a buyer six figures for no reason. Either way the damage was done at the moment someone gave you a figure they could not explain.
4. The buyer who cannot close
This is the risk that surprises medical practice owners the most, because it shows up after everything seems to be going well.
Industry data says roughly 90 percent of the people who inquire about a business for sale never buy one. One brokerage puts the share of negotiations that actually reach a closing at 20 to 30 percent, with most of the rest dying on unqualified buyers who waste months before walking away.
An unqualified buyer fails in one of two ways.
They do not have the money. No liquid capital for the equity portion, no personal financial statement they are willing to share, no lender relationship. The tell is usually a proposal that leans on you: 100 percent seller financing, a long earnout, a “partnership” where you keep working and they take title.
They cannot run a financing process. This is the subtler version, and it kills more deals than the first. The buyer has some money and good intentions, but has never taken a loan through underwriting. Under the SBA’s current rules (SOP 50 10 8), a change-of-ownership loan requires at least 10 percent equity injection from the buyer, and a seller note only counts toward that if it sits on full standby for the life of the loan. A buyer who does not know this in week one will discover it in week ten, after your practice has been off the market and your staff have started to wonder why the owner keeps stepping out for calls.
The protection is a qualification process before a buyer ever sees your numbers: identity, proof of funds, a personal financial statement, an SBA prequalification letter or a lender conversation when financing is involved, and direct verification of any commitment letter with the institution that issued it. Then, at the offer stage, a real deposit. Our process runs 150 to 300 buyer conversations per practice precisely so the three to ten offers we bring an owner are from people who can actually write the check.
5. The “buyer” who was never a buyer
The newest risk has nothing to do with the deal and everything to do with your inbox.
Sellers and brokers who list on public marketplaces now report a steady stream of inquiries from “buyers” who want to skip email and get on a Zoom or Google Meet call that they will host, on their link, with their spouse or brother joining. The meeting invite carries malware. Some sellers report receiving the same script half a dozen times in a month across different listings.
The larger version of this is wire fraud at closing. The FBI’s Internet Crime Complaint Center logged 24,768 business email compromise complaints in 2025 with more than $3 billion in reported losses, and 86 percent of those losses moved by wire or ACH. A practice sale is exactly the kind of transaction these crews target: a large, one-time wire, several parties, and an owner who has never done this before.
Two rules cover most of it. Real buyers book meetings through the scheduling link you or your advisor provide, never the reverse. And wire instructions are confirmed by phone, on a number you already had, every single time, no matter who the email appears to be from.
The checklist
Before you engage anyone to sell your medical practice in Florida:
- Verify the license at myfloridalicense.com. No license, no conversation.
- Ask how many medical practices they have closed in the last 24 months, and ask them to show you those deals.
- Ask to see a redacted confidential information memorandum from a prior deal. If they cannot produce one, they have never built one.
- Ask them to walk you through exactly how they arrived at their number. If the answer changes when you push, so will the price.
- Ask exactly how they qualify a buyer before releasing your financials. The answer should include proof of funds, a financial statement, and lender verification.
- Never send a tax return or a profit and loss statement before a signed non-disclosure agreement.
- Never join a meeting on a buyer’s link. Never act on wire instructions that arrived by email without a phone call.
None of this is complicated. It is just unfamiliar, because you will only do it once. The people who get burned are the ones who assumed the person across the table had done it many times before. Check.
Talk to someone who does this every week
Platano Advisors sells medical practices, and nothing else. 134+ closed transactions, $1B+ in deal value, and a network of 8,000+ healthcare buyers we have already qualified. If you are thinking about a sale in the next one to three years, the first conversation is free and confidential.
