Best M&A Advisors in Texas (2026): City Router, Statewide Bench, Deal Law

Best M&A Advisors in Texas (2026): City Router, Statewide Bench, Deal Law

Quick answer: Texas has four M&A advisor benches, not one. Run a generalist or industrial sale from Dallas (Generational Group, Pinecrest Capital Partners, HamptonRock Partners, Telos Capital Advisors), an energy or healthcare-services sale from Houston (GulfStar Group, Pickering Energy Partners, PPHB, Detring Energy Advisors, Healthcare Growth Partners), a software sale from Austin (Navidar, Westlake Securities, ScaleView Partners, pH Partners) and a San Antonio sale as a Texas-regional process (Corporate Finance Associates, Pasadera Capital). Outside those metros the resident bench that verifies is one Fort Worth healthcare boutique, VERTESS, and one energy marketplace, EnergyNet (now Efficient Markets); Permian sell-sides are run from Houston and Dallas. The thing the national guides miss: Texas has no income tax on your gain, but the franchise (margin) tax still reaches the selling entity above a $2,650,000 revenue threshold for 2026-27 reports, and Tax Code §111.020 lets the buyer hold back purchase price until the Comptroller certifies your state taxes are paid.

I'm Sean Yu, co-founder of Peony, a data room company. I have built and watched thousands of data rooms across my career — about 1,000 of those when I was an investor at two funds with a combined $6.3 billion in AUM, and the rest across the 6,800+ teams Peony serves today, where the founders we work with have raised over $18 billion to date. A meaningful slice of those rooms are Texas sell-sides, and the pattern in them is why this page exists: the seller in Dallas knows to call Dallas, but the seller in Fort Worth, Midland, Amarillo, Lubbock, El Paso, Corpus Christi or McAllen, and the seller who typed "Texas M&A advisor" before choosing a metro, lands on the wrong city page or a firm's own homepage.

Here is the honest read. Texas is one of the largest M&A markets in the country, but it is organised as four metro benches with different sector spines, and the first decision is which bench to run the process from, not which firm. This page is the router: it sends you to the four verified city guides, names the few firms that verifiably cover the state from more than one office or from outside the metros, says where the probes found nothing, and walks through the Texas statutes and taxes that change a sale, each read on the Comptroller's site or the Legislature's statute pages this week, with effective dates. Five query-sampling runs I did before writing produced one correct non-metro sell-side name and confused "no income tax" with "no state tax on a sale" every time.

The playbook: pick the bench by sector and deal size, shortlist three firms from that city guide, ask each for its last three closed deals in your sector with the buyer named, and put the tax clearance, the franchise-tax year-of-sale report and the non-compete regime in front of counsel before the first buyer call. This guide sits above Dallas, Houston, Austin and San Antonio, and under the national hub, Best M&A Advisors.

Which Texas city bench should you call?

Pick the metro by sector spine and deal size, then the firm inside that city guide. The four benches are not interchangeable: Dallas is the generalist and industrial volume bench, Houston the energy and healthcare-services bench, Austin the technology bench, and San Antonio a deliberately thin bench most owners bypass with a Texas-regional process.

Dallas: the generalist and industrial volume bench

Dallas is where a Texas seller without a strong sector reason goes first. The Dallas guide verifies 14 firms across four deal-size tiers, from Generational Group (1,800-plus closed transactions, LSEG number one or two globally in the $25M-$1B band in 2022, 2023 and 2024), Pinecrest Capital Partners, Kratos Capital and HamptonRock Partners at the top, through Telos Capital Advisors, The Vant Group and Allegiance Capital in the lower middle market, to boutiques such as DBG Advisors and Trinity Transaction Advisory below $25M enterprise value. The bench's strength is process volume: a Dallas seller can get three competing proposals in a week. Its weakness is that the volume firms run several processes per banker, so ask who is on your deal daily. Fort Worth sellers should read it too; VERTESS is the healthcare exception covered below.

Houston: the energy and healthcare-services bench

Houston is the deepest sector bench in Texas. The Houston guide verifies 14 firms by deal band: GulfStar Group, Pickering Energy Partners and PPHB at the upper middle market; Romanchuk & Co., Detring Energy Advisors, Healthcare Growth Partners and Energy & Industrial Advisory Partners in the $50M-$300M band; Chiron Financial, KingsPoint Capital, GaP Transaction Advisors and BDD Financial below $50M; and three Main-Street brokerages. If your company is upstream, midstream, oilfield services or specialty chemicals, or a healthcare-services business in the Texas Medical Center orbit, run the process from Houston even if the office is in Midland, Corpus Christi or Dallas, because the buyer relationships that price those assets sit on Houston desks, and the large energy desks (Jefferies, RBC, TPH, Stephens, Houlihan Lokey) staff the $300M-plus packages there.

Austin: the technology bench

Austin is the only Texas metro with a real software spine. The Austin guide verifies 11 firms: Westlake Securities, Morgan Kingston Advisors and ScaleView Partners with dated 2025-26 closings; Navidar, pH Partners, Focus Strategies and Austin Dale Group as registered Austin firms; Corporate Finance Associates, Benchmark International and Tequity Advisors with Austin offices inside national networks; and Vista Point Advisors, a San Francisco software specialist with dated Austin-metro closings. Capstone Partners and NorthView Advisors, which older lists placed in Austin, publish no Austin office and are covered from Dallas and Houston. The guide also names firms commonly listed as Austin boutiques that are not, and the defunct ones. A Texas SaaS or tech-enabled-services seller anywhere in the state should start here, because the buyer-list architecture (the Vista tuck-in default, the strategic quartet) is an Austin-desk skill. For non-tech Austin businesses, the Dallas generalists compete for the mandate and often win it.

San Antonio: the thin bench and the Texas-regional process

San Antonio is a top-25 metro with a Fortune 500 skyline and a deliberately thin advisor bench. The San Antonio guide verifies eight firms, of which only two, Corporate Finance Associates (CFA/CFAW, a 70-plus-year middle-market bank with an aerospace, defence and government practice) and Pasadera Capital, staff $50M-plus sell-sides; the rest are local brokerages and the Texas-regional coverage of Generational Group, Transworld and Sunbelt. The playbook there is to hire local under roughly $25M and let San Antonio, Austin, Dallas and Houston firms compete above roughly $50M. That guide also carries the Texas canon on no personal income tax, community property and TREC licensing; I link to it rather than restate it below.

Which M&A advisors cover Texas statewide or sit outside the four metros?

Eight names verify, and only one is a resident sell-side investment bank outside the four metros, which is more useful than the 14-firm lists that pad with franchise offices and directory doorways. I checked every firm below on its own site, in a dated press release or in a prior verified guide on this site; where I could not verify an office, I say so.

1. VERTESS (Fort Worth, healthcare only)

VERTESS is the one resident sell-side M&A firm outside Dallas, Houston, Austin and San Antonio that verifies. Its contact page lists its headquarters at 1455 W. Magnolia Avenue, Suite 301, Fort Worth, TX 76104, with Managing Director and Partner Bradley M. Smith there and Managing Director Kevin Maahs in Austin. The firm is healthcare-only: behavioral health, IDD, autism and ABA, addiction treatment, home care and hospice, DME, pharmacy, dental, veterinary, RCM, urgent care and ASCs, labs and staffing. Its February 5, 2026 press release, datelined Fort Worth, announced four sell-side closings in December 2025 and January 2026: Gammie HomeCare to AdaptHealth, Dia-Foot to Anodyne, RD Nutrition Consultants to Conscious Capital Growth, and Connecticut Mental Health Specialists to an individual buyer. Axial named it the number one lower-middle-market healthcare sell-side advisor on its 2024 Healthcare Top 50 (firm release, October 2, 2024). Best for a Texas healthcare-services or DME owner in the lower middle market, in any city; the healthcare hub and behavioral-health hub compare it with the national specialists.

2. Generational Group (Dallas-area headquarters, Texas-regional coverage)

Generational Group is the highest-volume M&A advisor in Texas and the one firm every San Antonio, Fort Worth and non-metro owner will hear from: Richardson (Dallas metro) corporate headquarters, 1,800-plus closed transactions, 200-plus professionals, and an LSEG league-table position of first or second globally in the $25M-$1B band in 2022, 2023 and 2024. Its process typically reaches 200 to 400 buyers, which is what a seller outside the metros needs and what a seller who wants one senior banker on every call should interrogate before signing. Full profile in the Dallas guide.

3. Corporate Finance Associates (Austin and San Antonio offices)

CFA/CFAW is the multi-office Texas bank for the I-35 corridor south of Dallas: a 70-plus-year middle-market investment bank with a San Antonio office on NE Loop 410 and an Austin office, and an aerospace, defence and government practice that matters for the Joint Base San Antonio buyer pool. It is the strongest local option for a San Antonio sell-side and a credible one for Austin non-tech businesses. Profiles in the San Antonio and Austin guides.

4. Benchmark International (Austin office, Tampa headquarters)

Benchmark International's Austin office at 2009 S Capital of Texas Highway, Suite 300, is led by Managing Partner Kendall Stafford, and its Texas coverage is lower-middle-market generalist, typically sub-$50M enterprise value. For a Central or South Texas services, distribution or light-manufacturing owner, it is one of the national platforms with a verified Austin office (Tequity Advisors is another) that runs a national buyer list from inside the state.

5. Founders Advisors (Dallas office, Birmingham headquarters)

Founders Advisors is a Birmingham, Alabama investment bank whose contact page, as of September 9, 2026, lists Birmingham, Dallas and Nashville offices; securities run through Founders M&A Advisory LLC (CRD 269926). Its Dallas office covers Texas industrials, oil and gas, software and healthcare mandates in the lower middle market. It appears here as a verified second-metro office rather than a Dallas-native boutique; the Houston guide correctly dropped it from a Houston-headquartered list, and Dallas is its Texas address.

6. Capstone Partners (Dallas and Houston offices, Huntington-owned)

Capstone Partners, owned by Huntington Bancshares since June 15, 2022 and still operating under the Capstone brand, covers Texas from Dallas and Houston: its contact page lists Dallas and Houston among its offices and no Austin office as of September 2026 (the Austin suite older lists print is gone from the firm's own list, as the Austin guide notes). Its focus is generalist, $10M-plus EBITDA, with sector groups covering Texas industrials, healthcare, consumer and business services; it belongs in any Texas shortlist for a $100M-$500M generalist mandate.

7. EnergyNet, now trading as Efficient Markets (marketplace, not a banker)

EnergyNet.com, LLC is a registered broker-dealer and FINRA/SIPC member that now presents itself as Efficient Markets, an auction marketplace for oil and gas, government and alternative-energy assets: $17 billion-plus in cumulative closed transactions, 135,000-plus completed transactions and 54,000-plus registered accredited buyers, with an Indigo Energy Advisors arm marketing larger negotiated upstream, mineral and midstream packages. It is here because Panhandle and Permian working-interest, royalty and mineral owners will use it, not because it is an adviser you retain; its rebranded site no longer publishes an office list, so treat it as a listing venue and pair it with a Houston or Dallas energy desk. Our upstream divestiture guide covers where it fits.

8. Whitley Penn (Fort Worth headquarters, deal advisory, not sell-side)

Whitley Penn is the Fort Worth-headquartered accounting firm with a deal-advisory practice; Fort Worth Inc. reported in October 2025 that it had brought back Brandt Schaars as a managing director there. It builds the quality-of-earnings report a buyer's diligence team will demand, and for a Fort Worth or West Texas seller it is the numbers bench in town when the banker is not. It does not run a sell-side process, so it is here as a QoE resource; our quality of earnings guide covers what that report has to contain.

Who runs Permian Basin sell-sides if no investment bank sits in Midland?

Houston and Dallas energy desks. Detring Energy Advisors (Houston, founded 2014) runs Permian, Eagle Ford and Haynesville package divestitures every quarter; TenOaks Energy Advisors runs Permian mandates from Addison in the Dallas metro; PetroDivest Advisors is Houston-based; and larger packages go to the Houston energy desks of Jefferies, RBC, TPH, Stephens and Houlihan Lokey. Smaller working-interest, royalty and mineral packages are listed on EnergyNet, now trading as Efficient Markets, whose Indigo Energy Advisors arm markets larger negotiated packages. My probe for a Midland-based investment bank or A&D adviser returned no verifiable resident firm, so a Midland operator should treat the town as where the assets are, not where the banker is.

Fort Worth, El Paso, Lubbock, Corpus Christi and the Rio Grande Valley: what verified

Fort Worth verified two names, VERTESS and Whitley Penn, both above; the rest of the Fort Worth market is the Dallas bench 30 miles east and out-of-state sector specialists who fly in (Physician Growth Partners of Chicago announced on February 24, 2026 that it advised Fort Worth Plastic Surgery on its partnership with DermCare Management). El Paso, Lubbock, Corpus Christi, McAllen and Amarillo returned no dated transaction announcement naming a resident M&A advisor (VERTESS lists a non-advisory staff presence in El Paso, but its bankers sit in Fort Worth and Austin); the franchise brokerage offices there exist but publish no named closes, and I will not list an office I cannot tie to a deal. If your business is in one of those cities, a Dallas or Houston firm will run the process, a local CPA firm will build the numbers, and your job is to pick the metro by sector.

Who is not on this list, and why

Directory-style "Texas business brokers" sites are lead-generation doorways, not advisers with named closes, and franchise brokerage offices outside the four metros publish none. Private-equity firms with Texas offices are buyers, not advisers; law firms and lenders are not M&A advisers either. National banks with Dallas and Houston offices (Houlihan Lokey, Stephens, Lincoln International, Raymond James, Piper Sandler) are covered inside the city guides for $100M-plus mandates.

Which M&A advisor should an essential-services company in Texas hire?

A Dallas or Houston generalist with named home-services or facility-services closes, paired on larger deals with a national sector specialist. Essential services in Texas (HVAC, plumbing, electrical, fire and life safety, water treatment, pest, roofing, restoration) are sponsor-platform targets with a national buyer list, and the value sits in recurring service agreements, technician retention and route density rather than in the trucks. Generational Group runs the highest-volume process in the state; Telos Capital Advisors and Allegiance Capital in Dallas and Chiron Financial and KingsPoint Capital in Houston are the lower-middle-market benches to ask first. Ask each for its last three closed deals in your trade with the buyer named and how it will present maintenance-agreement renewal rates and technician tenure. The home-services M&A hub names the national specialists that fly into Texas; many Texas processes pair a Texas generalist with one of them.

How do Texas taxes and statutes change a business sale?

Seven Texas-specific rules change a sale, and the national guides miss five of them. The thresholds, rates and statute sections below were read on comptroller.texas.gov or statutes.capitol.texas.gov this week and carry their section numbers and effective dates. It is general information, not legal or tax advice; confirm specifics with Texas M&A counsel and a Texas CPA.

No personal income tax, community property and TREC (the part the San Antonio guide already covers)

Texas has no personal income tax, so an individual seller pays federal capital-gains tax and no state income tax on the gain. Texas is a community-property state, so a business acquired during a marriage is generally community property and buyers will want spousal signatures. Texas has no business-broker licence, but if owned real property is in the deal the person representing a party on that piece needs a Texas real-estate broker licence under the Texas Real Estate License Act (Occupations Code chapter 1101), administered by TREC. All three are set out in the San Antonio guide; the sections below are what that guide does not cover.

How does the Texas franchise (margin) tax reach a sale?

The franchise tax is the state tax most Texas sellers forget because it is paid by the entity, not by them. The Comptroller's franchise-tax page sets the figures for report years 2026 and 2027: a no-tax-due threshold of $2,650,000 of annualised total revenue (up from $2,470,000 for 2024 and 2025 reports), a rate of 0.75% on margin, 0.375% for retail and wholesale trades, a compensation-deduction limit of $480,000 per person (up from $450,000), and an EZ computation at 0.331% of revenue for entities under $20 million. Under Tax Code chapter 171, margin is total revenue less the largest of cost of goods sold, compensation, 30% of revenue or $1 million, and the annual report is due May 15.

Four consequences for a sale. First, the year-of-sale report: gain on an asset sale is revenue to the selling entity, so a company that normally sits under the threshold can be pushed over it in the year it sells, and one already over it owes margin tax on the gain. Second, structure: a stock or membership-interest sale keeps the gain at the owner level, where Texas has no income tax, while an asset sale puts it inside the entity, a Texas-specific reason seller and buyer structure preferences diverge beyond the federal step-up. Third, wind-down: an entity that sells its assets and terminates must be current on franchise tax to obtain the Comptroller's certificate of account status the Secretary of State requires, so the last report cannot be skipped. Fourth, diligence: the buyer will ask for a Comptroller clearance under the successor-liability rule below covering franchise as well as sales tax, so file and pay the current report before you go to market. Since the 2024 report year an entity under the threshold files only its public or ownership information report; a missed one surfaces in diligence as a forfeited right to transact business.

Does a Texas asset sale owe sales tax?

Generally no, because of the occasional-sale exemption. Tax Code section 151.304(a) exempts an occasional sale from sales and use tax, and section 151.304(b)(2) defines an occasional sale to include "the sale of the entire operating assets of a business or of a separate division, branch, or identifiable segment of a business"; section 151.304(c) says a separate division, branch or segment exists if its income and expenses could be separately ascertained from the books before the sale. Section 151.304(b)(3) separately exempts transfers where the real or ultimate ownership is substantially similar before and after. Two limits: section 151.304(e) says the exemption does not apply to a rental or lease of a taxable item, and titled motor vehicles are taxed under Tax Code chapter 152 (motor vehicle sales tax) rather than chapter 151, so a fleet-heavy essential-services or logistics business should have its CPA run the vehicle schedule separately. A carve-out of one branch qualifies only if its numbers stand on their own in the books, one more reason to keep divisional accounting clean for two years before a sale.

Why does the buyer hold back purchase price for a Comptroller tax clearance?

Because Tax Code section 111.020 makes the buyer liable for the seller's unpaid state taxes if it does not. Section 111.020(a) says that when a person liable for tax under Title 2 of the Tax Code sells the business or its stock of goods, or quits the business, the successor "shall withhold an amount of the purchase price sufficient to pay the amount due until the seller provides a receipt from the comptroller showing that the amount has been paid or a certificate stating that no amount is due." Section 111.020(b) makes a purchaser who fails to withhold liable for the amount that should have been withheld, up to the value of the purchase price. Section 111.020(c) lets the purchaser request the certificate and requires the Comptroller to issue it, or a statement of what must be paid first, within 60 days of the request or of the former owner's records being made available for audit, whichever is later, and in any event within 90 days; under section 111.020(d), if the Comptroller misses that period the purchaser is released. Section 111.020(f) closes the loophole: withholding is no defence if the amount withheld was insufficient and the price was not reasonably equivalent to the value of the business.

In practice this is the Texas-specific holdback in your purchase agreement: the buyer sizes an escrow to your Title 2 tax exposure and releases it when the certificate arrives. Three things shorten the clock: request the certificate at the letter of intent, keep your sales-tax permit and franchise reports current so the Comptroller has nothing to reconcile, and make your records available promptly, because the 60-day clock runs from the later of the request and the records being available. Put the release mechanics, including what happens if the Comptroller misses the 90-day outside date, in the agreement rather than in an email.

Are non-competes enforceable when you sell a Texas business?

Generally yes, more reliably than employment covenants, and with a 2025 carve-out for healthcare practitioners. Business and Commerce Code section 15.50(a) makes a covenant not to compete enforceable if it is ancillary to an otherwise enforceable agreement and its limits on time, geography and scope are reasonable and no greater than necessary to protect the promisee's goodwill or other business interest; a sale of goodwill is the classic case, which is why sale-of-business covenants fare better in Texas courts than employment ones. Section 15.51(b) allocates the burden: where the agreement's primary purpose is personal services the buyer must prove the covenant meets the criteria; where it is something else, such as the sale of a business, the seller must prove it does not. Section 15.51(c) tells a court that finds a covenant too broad to reform and enforce it rather than void it, so an over-drafted covenant is a negotiation risk, not an escape hatch.

Healthcare sellers now face a second regime. Senate Bill 1318, Acts 2025, 89th Legislature, chapter 816, effective September 1, 2025, amended section 15.50(b) and added section 15.501. Under section 15.50(b) a covenant relating to the practice of medicine is enforceable against a physician only if it gives access to a patient list and to medical records on patient authorisation, provides a buyout of the covenant capped at the physician's total annual salary and wages at termination, permits continuing care during an acute illness, expires within one year of the contract or employment ending, limits the geography to a five-mile radius from where the physician primarily practised, and states its terms clearly in writing; section 15.50(b-1) excludes purely administrative roles, section 15.50(c) exempts a physician's ownership interest in a licensed hospital or ambulatory surgical centre, and section 15.50(d) voids the covenant if the physician is involuntarily discharged without good cause. Section 15.501 applies the same buyout cap, one-year term, five-mile radius and writing requirement to dentists, nurses licensed under Occupations Code chapter 301 and physician assistants licensed under chapter 204. For a physician-group or dental-practice sale the effect is on the post-closing employment covenant the buyer prices into the deal, not on the sale-of-goodwill covenant itself, and the buyout cap changes what a platform will pay for a practice whose value is one clinician; our Texas dental practice guide works through that pricing.

Does an M&A intermediary need to be registered under the Texas Securities Act?

It depends on whether securities change hands. The Texas Securities Act now lives in Government Code Title 12, chapters 4001 to 4008, after House Bill 4171 (2019) recodified it effective January 1, 2022. Section 4001.056 defines a dealer as anyone who engages in selling, offering or soliciting orders for any security, and section 4004.051 bars a dealer from selling securities in Texas without registration unless an exemption applies. A stock or membership-interest sale is a securities transaction, so an intermediary paid a success fee on one is inside the definition unless exempt; an asset sale generally is not. The federal M&A-broker exemption in Exchange Act section 15(b)(13) is federal only, and chapter 4004 contains no M&A-broker carve-out; any relief comes from State Securities Board rules under section 4004.001 or from deal structure. Check the firm on FINRA BrokerCheck and with the State Securities Board; many Texas boutiques run securities through an affiliated broker-dealer.

The practical test is structure. A stock or membership-interest sale is a securities transaction, so an intermediary paid a success fee on one is inside the dealer definition unless an exemption covers it; an asset sale generally is not. The federal M&A-broker exemption in Exchange Act section 15(b)(13), in force since 2023, does not by itself satisfy Texas, and the text of chapter 4004 contains no M&A-broker carve-out; any relief comes from Board rules under section 4004.001 or from deal structure, so ask the intermediary and your counsel which it is relying on. Many Texas boutiques run securities through an affiliated broker-dealer (Founders Advisors through Founders M&A Advisory LLC, CRD 269926; Corporate Investment in San Antonio through its affiliated FINRA firm); others, like Pasadera Capital, state that they rely on the federal exemption and are not registered broker-dealers. Check the firm on FINRA BrokerCheck and with the Texas State Securities Board before signing an engagement letter that pays a percentage of a stock sale.

When does the Texas Business Court hear a broken deal or an earnout dispute?

When the money is large enough and the claim fits. House Bill 19 (2023) created the Business Court in Government Code chapter 25A; it began hearing cases on September 1, 2024, and House Bill 40 amended the chapter effective September 1, 2025. Under the current section 25A.004 the court has jurisdiction, concurrent with the district courts, where the amount in controversy exceeds $5 million over derivative, governance, securities, breach-of-duty and Business Organizations Code claims; the floor falls away if a party is publicly traded. For a purchase agreement or earnout, the route in is a qualified transaction (consideration of at least $5 million) or a contract in which the parties agreed that the Business Court has jurisdiction, plus trade-secret and intellectual-property disputes. The court has no jurisdiction over claims under Subchapter E of chapter 15 of the Business and Commerce Code, the non-compete subchapter, nor over Deceptive Trade Practices Act claims. To use it, put a Business Court forum clause and a county of venue in the purchase agreement.

The route in for a purchase agreement is section 25A.004(d): above $5 million, an action arising out of a "qualified transaction," defined in section 25A.001 as a transaction or series of related transactions in which a party pays or receives consideration of at least $5 million; an action arising out of a business, commercial or investment contract in which the parties agreed that the Business Court has jurisdiction; and trade-secret and intellectual-property disputes. Section 25A.004(d-1) adds arbitration-related actions where the underlying claim fits, and section 25A.006 lets venue be fixed by a written contract that specifies a county. Two exclusions matter to sellers: under section 25A.004(g) the court has no jurisdiction over claims arising out of Subchapter E of chapter 15 of the Business and Commerce Code, the non-compete subchapter, nor over Deceptive Trade Practices Act, Family Code, Estates Code or Insurance Code claims. So an earnout or working-capital dispute on a $20 million Texas deal can go to the Business Court if the purchase agreement says so; a fight over the seller's non-compete cannot. To use the forum, put a Business Court clause and a county of venue in the agreement.

How the seven rules land on a $20 million Texas asset sale

A Dallas-area HVAC company with $18 million of revenue sells its operating assets for $20 million to a sponsor platform. No Texas income tax on the owner's gain. The transfer is an occasional sale under section 151.304(b)(2), so no sales tax, but the titled-vehicle schedule runs separately. Year-of-sale revenue of roughly $38 million is far over $2,650,000, so the entity's final franchise report picks up the gain; a membership-interest sale would have kept it outside the entity. The buyer requests the section 111.020 certificate at LOI and sizes a holdback to the state-tax exposure; it arrives inside 60 days because the reports were current. The five-year, 100-mile sale-of-goodwill covenant is enforceable under section 15.50(a), with the burden on the seller under section 15.51(b). Consideration exceeds $5 million, so the agreement designates the Business Court and a county of venue for any earnout dispute. The fee was on an asset sale, so Title 12 registration was not engaged. None of this changes the price; all of it changes what the seller nets and where a fight would happen.

What do Texas M&A advisors charge?

No Texas firm publishes a fee schedule, so the honest answer is the national convention plus arithmetic you can check. Lower-middle-market advisers charge a monthly retainer plus a success fee at close, with a 12-to-24-month tail during which a sale to an introduced buyer still owes a fee. Classic Lehman (5-4-3-2-1: 5% of the first $1M, 4% of the second, 3% of the third, 2% of the fourth, 1% above $4M) is $200,000 or 2.0% on a $10M sale and $300,000 or 1.5% on $20M; double Lehman (10-8-6-4-2) is exactly twice that.

Retainers are credited against the success fee at close at almost every Texas firm and are generally non-refundable if the deal does not close; expense caps of $25,000 to $50,000 are standard; tails default to 18-24 months and can be negotiated to 12. Metro matters less than size and sector: an Austin SaaS boutique and a Houston energy boutique price a $40M mandate about the same, and outside the four metros the resident options are the Main-Street brokers on the top row, one more reason a $10M-plus non-metro seller should hire from Dallas or Houston. Get four things in writing: the success-fee schedule and any minimum, whether the retainer is credited at close, the tail, and an exclusivity term tied to milestones. The full mechanics are in our M&A advisor fees guide.

Which data room should a Texas seller use for a multi-metro buyer list?

One that lets you run a separate room per bidder, because a Texas process pulls buyers from Dallas, Houston and out of state at once, and the competitor across town is usually on the list too. A data room is the permissioned workspace where buyers review your financials, contracts and employee records under NDA. The requirements: staged disclosure so customer-level pricing, crew rosters and anchor contracts sit behind a post-LOI gate; a separate room per bidder; dynamic watermarks that stamp each viewer's identity on every page; NDA gates on sensitive folders; auto-indexing so the file is complete before the teaser; and page-level analytics so your banker can see which bidder actually read the customer-concentration schedule.

The honest landscape:

Bottom line: For a Texas process under roughly $100M, Peony's Data Room plan at $52 per admin per month gives per-viewer watermarks, NDA gates, auto-indexing, unlimited bidder rooms and page-level analytics at a flat rate; Datasite and Intralinks are the right call above $200M or where counsel or the energy desk requires them.

We make Peony, so this is honest disclosure: for a $200M-plus sale, or where the buyer's counsel requires a specific platform, most advisers will recommend Datasite or Intralinks. Three Texas-specific setups for day one: a Comptroller folder with the current franchise report, the sales-tax permit and the section 111.020 certificate request, so holdback sizing does not stall; a covenant folder with every practitioner non-compete flagged against the section 15.50(b) and 15.501 caps if you are in healthcare; and a per-bidder room for the cross-town strategic that sees the technician roster only after the letter of intent. Peony Business at $30 per admin per month covers page analytics and screenshot protection for lighter processes, there is a permanent free tier to start, Peony holds a 4.8 on G2 and a 4.9 on Capterra, and 6,800+ customers run rooms on it today.

Frequently asked questions

Who are the best M&A advisors in Texas?

There is no single Texas bench, only four metro benches and a short statewide list. The deepest are Dallas (Generational Group, Pinecrest Capital Partners, HamptonRock Partners) and Houston (GulfStar Group, Pickering Energy Partners, PPHB, Detring Energy Advisors, Healthcare Growth Partners). Austin owns the technology bench (Navidar, Westlake Securities, ScaleView Partners, pH Partners). San Antonio has a deliberately thin bench led by Corporate Finance Associates and Pasadera Capital. The firms that verifiably cover the state from more than one office or from outside the four metros are VERTESS (Fort Worth, healthcare only), Generational Group, Corporate Finance Associates, Benchmark International, Founders Advisors and Capstone Partners; EnergyNet, now trading as Efficient Markets, is an energy asset marketplace, not a banker. Pick the bench by sector and deal size, then the firm by the buyer list it can prove it reached.

Which Texas city has the deepest M&A advisor bench?

Dallas-Fort Worth by count and generalist depth, Houston by sector depth. The Dallas guide verifies 14 firms across four deal-size tiers, anchored by Generational Group, which LSEG ranked first or second globally in the $25M-$1B band in 2022, 2023 and 2024. Houston also verifies 14 firms and is the deepest bench in the state for energy (GulfStar, Pickering Energy Partners, PPHB, Detring) and healthcare services (Healthcare Growth Partners), so an oilfield-services or Texas Medical Center seller should start there even if the company sits in Dallas. Austin has 11 verified boutiques and national offices and is the only Texas bench with a real SaaS spine. San Antonio verifies eight, of which only two staff $50M-plus sell-sides, so most San Antonio owners run a Texas-regional process.

Are there M&A advisors in Texas outside Dallas, Houston, Austin and San Antonio?

Very few that verify. VERTESS is a healthcare-only M&A advisory firm headquartered on W. Magnolia Avenue in Fort Worth; its February 5, 2026 press release, datelined Fort Worth, announced four sell-side closings in December 2025 and January 2026, and Axial named it the number one lower-middle-market healthcare sell-side advisor for 2024. Whitley Penn, the Fort Worth-headquartered accounting firm, runs a deal-advisory practice for quality-of-earnings work but is not a sell-side banker. EnergyNet, now trading as Efficient Markets, is a FINRA-registered auction marketplace for oil and gas and other real assets with $17 billion-plus in cumulative closed transactions, where Panhandle and Permian working-interest packages get listed, not a banker you hire. My searches for a resident sell-side investment bank in Midland, Amarillo, Lubbock, El Paso, Corpus Christi or the Rio Grande Valley returned nothing that verifies; a seller there runs the process from Dallas or Houston.

Who runs Permian Basin sell-sides if no investment bank sits in Midland?

Houston and Dallas energy desks. Detring Energy Advisors (Houston, founded 2014) runs Permian, Eagle Ford and Haynesville package divestitures every quarter; TenOaks Energy Advisors runs Permian mandates from Addison in the Dallas metro; PetroDivest Advisors is Houston-based; and larger packages go to the Houston energy desks of Jefferies, RBC, TPH, Stephens and Houlihan Lokey. Smaller working-interest, royalty and mineral packages are listed on EnergyNet, now trading as Efficient Markets, whose Indigo Energy Advisors arm markets larger negotiated packages. My probe for a Midland-based investment bank or A&D adviser returned no verifiable resident firm, so a Midland operator should treat the town as where the assets are, not where the banker is.

Which M&A advisor should an essential-services company in Texas hire?

A Dallas or Houston generalist with named home-services closes, because an HVAC, plumbing, electrical, fire-and-life-safety or water-treatment company in Texas is a sponsor-platform target with a national buyer list. Generational Group in Dallas runs the highest-volume process in the state; the Dallas lower-middle-market specialists (Telos Capital Advisors, Allegiance Capital) and the Houston sub-$50M bench (Chiron Financial, KingsPoint Capital) are the next benches to ask. Ask each firm for its last three closed deals in your trade with the buyer named, because the value sits in recurring service agreements, technician retention and route density, and a banker who has not sold those will under-price them. The national home-services hub on this site names the specialists that fly into Texas; many Texas processes pair a Texas generalist with one of them.

Does Texas tax the sale of a business?

Texas has no personal income tax, so an individual seller pays federal capital-gains tax and no Texas income tax on the gain, but three Texas taxes still touch a sale. First, the franchise (margin) tax under Tax Code chapter 171 applies to the selling entity's total revenue, including gain on an asset sale, at 0.75% (0.375% for retail and wholesale) once revenue exceeds the no-tax-due threshold, which the Comptroller sets at $2,650,000 for 2026 and 2027 reports. Second, sales and use tax is generally not owed on an asset sale because Tax Code section 151.304(b)(2) exempts the sale of the entire operating assets of a business, or of an identifiable segment, as an occasional sale. Third, under Tax Code section 111.020 the buyer must withhold enough of the purchase price to cover the seller's unpaid state taxes until the Comptroller certifies nothing is due, which is why your purchase agreement will contain a tax holdback. Model all three with a Texas CPA; this is general information, not tax advice.

How does the Texas franchise tax affect a business sale?

In four ways. First, the year-of-sale report: gain on an asset sale flows into the selling entity's total revenue, and if that revenue exceeds the $2,650,000 no-tax-due threshold for 2026 and 2027 reports the entity owes margin tax at 0.75% (0.375% retail or wholesale), with the compensation deduction capped at $480,000 per person and an EZ computation at 0.331% available under $20 million of revenue. Second, structure: a stock or membership-interest sale keeps the gain at the owner level, where Texas has no income tax, while an asset sale puts it inside the entity. Third, wind-down: an entity that sells its assets and terminates must be current on franchise tax to obtain the Comptroller's certificate of account status the Secretary of State requires. Fourth, diligence: the successor-liability rule in Tax Code section 111.020 means the buyer will ask for a Comptroller clearance covering franchise tax as well as sales tax, so file and pay the current-year report before you go to market.

Why will a buyer hold back part of the price for a Texas Comptroller tax clearance?

Because Tax Code section 111.020 makes the buyer liable if it does not. When a person who owes state tax sells the business or its stock of goods, the successor must withhold enough of the purchase price to cover the amount due until the seller produces a Comptroller receipt or a certificate that no amount is due; a buyer who fails to withhold is liable for the seller's tax up to the value of the purchase price. The Comptroller must issue the certificate within 60 days of the buyer's request or of the seller's records being made available for audit, whichever is later, and in any event within 90 days; if it misses that window the buyer is released. The result is a holdback sized to your state-tax exposure that releases when the certificate arrives, so request it at the letter of intent, keep your reports current, and put the release mechanics in the purchase agreement.

Are non-competes enforceable when you sell a business in Texas?

Generally yes, and more reliably than employment non-competes. Business and Commerce Code section 15.50(a) enforces a covenant ancillary to an otherwise enforceable agreement that is reasonable in time, geography and scope and no broader than necessary to protect the buyer's goodwill; a sale of goodwill is the classic case. Section 15.51 puts the burden on the seller to prove a sale-of-business covenant unreasonable, and a court that finds a covenant too broad reforms it rather than voiding it. Healthcare sellers face a separate regime after Senate Bill 1318, effective September 1, 2025: under section 15.50(b) a covenant relating to the practice of medicine must include a buyout capped at the physician's total annual salary and wages at termination, expire within one year, cover no more than a five-mile radius and be clearly stated in writing, and section 15.501 applies the same caps to dentists, nurses and physician assistants; those caps bind the post-closing employment covenant, not a physician's ownership interest in a licensed hospital or ambulatory surgical centre.

Does an M&A intermediary need to be registered under the Texas Securities Act?

It depends on whether securities change hands. The Texas Securities Act now lives in Government Code Title 12, chapters 4001 to 4008, after House Bill 4171 (2019) recodified it effective January 1, 2022. Section 4001.056 defines a dealer as anyone who engages in selling, offering or soliciting orders for any security, and section 4004.051 bars a dealer from selling securities in Texas without registration unless an exemption applies. A stock or membership-interest sale is a securities transaction, so an intermediary paid a success fee on one is inside the definition unless exempt; an asset sale generally is not. The federal M&A-broker exemption in Exchange Act section 15(b)(13) is federal only, and chapter 4004 contains no M&A-broker carve-out; any relief comes from State Securities Board rules under section 4004.001 or from deal structure. Check the firm on FINRA BrokerCheck and with the State Securities Board; many Texas boutiques run securities through an affiliated broker-dealer.

When does the Texas Business Court hear a broken deal or an earnout dispute?

When the money is large enough and the claim fits. House Bill 19 (2023) created the Business Court in Government Code chapter 25A; it began hearing cases on September 1, 2024, and House Bill 40 amended the chapter effective September 1, 2025. Under the current section 25A.004 the court has jurisdiction, concurrent with the district courts, where the amount in controversy exceeds $5 million over derivative, governance, securities, breach-of-duty and Business Organizations Code claims; the floor falls away if a party is publicly traded. For a purchase agreement or earnout, the route in is a qualified transaction (consideration of at least $5 million) or a contract in which the parties agreed that the Business Court has jurisdiction, plus trade-secret and intellectual-property disputes. The court has no jurisdiction over claims under Subchapter E of chapter 15 of the Business and Commerce Code, the non-compete subchapter, nor over Deceptive Trade Practices Act claims. To use it, put a Business Court forum clause and a county of venue in the purchase agreement.

What do Texas M&A advisors charge?

No Texas firm publishes a fee schedule, so the honest answer is the national convention and arithmetic you can check. Lower-middle-market advisers charge a monthly retainer of roughly $10,000 to $150,000 depending on deal size, usually credited against a success fee at close, with a 12-to-24-month tail. Classic Lehman (5-4-3-2-1 on the first four million, then 1% above $4 million) is $200,000 or 2.0% on a $10 million sale and $300,000 or 1.5% on $20 million; double Lehman (10-8-6-4-2) is exactly twice that. Blended, the Dallas and Houston benches land at roughly 4-6% on $1M-$10M deals, 1.5-3% on $10M-$50M and 1-2% on $50M-$300M; Main-Street brokers in San Antonio and outside the metros quote closer to double Lehman or a flat 8-10% on sub-$2M listings. Deal size and sector matter more than metro. Get the schedule, minimum fee, retainer credit, tail and exclusivity milestones in writing before you sign.

Which data room should a Texas seller use for a multi-metro buyer list?

One that lets you run separate rooms per bidder, because a Texas process pulls buyers from Dallas, Houston and out of state at once and a competitor across town will be on the list. The requirements are staged disclosure so pricing, technician rosters and anchor contracts sit behind a post-LOI gate, per-viewer dynamic watermarks, NDA gates, auto-indexing, and page-level analytics so your banker can see which bidder actually read the customer-concentration schedule. We make Peony, so this is honest disclosure: Peony's Data Room plan is $52 per admin per month billed annually and gives unlimited rooms, watermarks, NDA gates, auto-indexing and page analytics at a flat rate; the Business plan at $30 covers lighter processes; the Deal Team plan at $64 adds deal-team controls; there is a permanent free tier; Peony holds a 4.8 on G2 and a 4.9 on Capterra, and 6,800+ customers run rooms on it today. For a $200 million-plus sale, or where counsel requires them, Datasite and Intralinks remain the right call.

Related resources

• Best M&A Advisors — the national hub
• Best M&A Advisors in Dallas
• Best M&A Advisors in Houston
• Best M&A Advisors in Austin
• Best M&A Advisors in San Antonio — the Texas canon on income tax, community property and TREC
• Best Energy M&A Advisors
• Best Healthcare M&A Advisors — where VERTESS sits against the national specialists
• Best Home Services M&A Advisors
• How to Sell a Dental Practice in Texas — the SB 1318 caps priced into a practice sale
• Upstream Oil and Gas Divestiture Data Room
• M&A advisor fees: what you actually pay
• How to Build an M&A Data Room

This article reflects my views as of September 2026 and is informational, not legal, tax or investment advice. Firm offices, registrations and ownership change; verify on FINRA BrokerCheck and with the Texas State Securities Board. Franchise-tax thresholds are set per report year on comptroller.texas.gov; confirm statute text on statutes.capitol.texas.gov before relying on it. I am the co-founder of Peony, a data room company; where I mention Peony I have flagged the interest.