Selling a customs brokerage on the Texas border.

By Spencer Gareiss, Delta BrokersLast reviewed November 12, 2026

Individual licenses vs. company licenses

Customs brokers are regulated by U.S. Customs and Border Protection under 19 CFR Part 111. An individual broker must be a U.S. citizen, at least 21, of good moral character, and must have passed the customs broker license exam within the 3 years before applying (19 CFR 111.11(a)). A partnership can be licensed if at least one member is a licensed broker; a corporation or association needs at least one officer who is a licensed broker (19 CFR 111.11(b) and (c)). CBP's Customs Broker Guidance treats an LLC as an association.

That structure is the whole game in an M&A deal. The value of a brokerage sits in the company license and its client book, but the company license exists only because a licensed individual is in a qualifying role. If that person is the seller and plans to leave, the deal needs a licensed successor lined up before closing.

The national permit replaced district permits

CBP's modernization rule (CBP Dec. 22-21, 87 FR 63267, published October 18, 2022 and effective December 19, 2022) eliminated broker districts and district permits. Brokers now conduct customs business anywhere in the U.S. customs territory under a single national permit (19 CFR 111.19). For a company, the permit application is made by a licensed broker the company employs, and it covers an office of record, a point of contact, an employee list, a supervision plan and the location of records.

The rules focus on supervision rather than physical presence. Every licensed officer or member must exercise responsible supervision and control (19 CFR 111.28(a)), and a firm must employ a sufficient number of licensed brokers given factors such as the physical proximity of employees and how often a licensed broker visits offices without one. Employee list changes go to CBP within 30 days (19 CFR 111.28(b)). A buyer integrating a border office into a larger firm should plan supervision under these factors, not assume a license at headquarters covers everything.

What happens when ownership or the licensed officer changes

CBP's broker compliance page states that a customs broker license may not be transferred among persons, and CBP's guidance says that when a new organization is created, it needs a new license and a new filer code. In a stock sale the licensed company survives, but the change still triggers notices:

• A broker whose ownership shares are not publicly traded must immediately provide written notice of a change in ownership (19 CFR 111.28(e)). CBP reserves the right to run a background investigation on a new principal and may object.
• A merger, divestiture, conversion or other change in the legal nature of the organization is reported within 10 days (19 CFR 111.30(b)).
• When a licensed officer or member leaves, they must notify CBP immediately (19 CFR 111.28(d)), and the company reports the departure and the successor within 10 days (19 CFR 111.30(b)).
• If the company goes 120 continuous days without a licensed officer or member, its license and permit are revoked by operation of law. The permit alone is revoked after 180 days without a licensed permit qualifier (19 CFR 111.45(a)).

In an asset sale, the buyer's company applies for its own license and permit. That takes time, so most border brokerage deals are structured as stock or membership interest sales with the licensed individual staying on through and after closing.

Filer codes and powers of attorney

CBP assigns each licensed broker a unique 3-character filer code that forms the first part of every entry number (19 CFR 142.3a). CBP's guidance says filer codes are non-transferable and, after an acquisition, gives the acquirer up to 180 days from the legal effective date to move from the acquired company's filer code to its own, with extensions considered case by case.

Powers of attorney run to the broker company. A broker must hold a valid power of attorney before transacting customs business in a client's name (19 CFR 141.46), executed directly with the importer rather than through a forwarder (19 CFR 111.36(c)). CBP's guidance says that if a restructuring ends the legal existence of either party, the broker must obtain new powers of attorney, and a newly created company needs new ones from every client. Records must be kept for 5 years from the date of entry, with originals in the U.S. customs territory (19 CFR 111.23).

Bonds: whose are they?

This is where sellers often overstate what they own. The basic importation and entry bond (Activity Code 1) under 19 CFR 113.62 is the importer's obligation: the importer is the principal, jointly and severally liable with the surety. A broker may arrange the bond, but it is not the broker's asset to sell. CBP's bond guide says a continuous Activity Code 1 bond is generally set at $50,000 or 10 percent of the duties, taxes and fees paid in the prior 12 months, whichever is greater.

Part 111 itself does not impose a license bond on brokers. When a brokerage acts as importer of record for its own account, or holds other bonded roles, those bonds are in the brokerage's own name and need surety consent or replacement on a change of control. Diligence should separate bonds the company holds from client bonds it merely services.

New in 2027: verifying foreign importers of record

On November 6, 2026, CBP published an interim final rule, Heightened Requirements for Foreign Importers of Record (91 FR 69977, CBP Dec. 26-19). It is effective January 5, 2027, and CBP expects full broker compliance by May 6, 2027. The rule adds broker responsibilities for verifying foreign importer of record clients and ties some foreign importer entries to CTPAT validated brokers. For a border brokerage with Mexican importer clients, this changes both operations and value. Read the rule text and confirm how it applies to your client mix before you go to market.

Border context: Laredo, Hidalgo, Pharr and Brownsville

CBP's Laredo Field Office covers the Texas ports most South Texas brokerages work, including Laredo, Hidalgo, Brownsville, Progreso, Rio Grande City, Roma, Eagle Pass and Del Rio. CBP lists Pharr cargo operations under the Hidalgo port (2305). The City of Pharr describes the Pharr-Reynosa International Bridge as the number one produce crossing in the nation. For buyers, port mix and commodity mix matter as much as revenue: a produce-heavy book in Pharr, a manufacturing book in Laredo and a mixed book in Brownsville carry different seasonality, client concentration and compliance exposure. CTPAT membership is company specific, and CBP's CTPAT FAQ tells a member going through a merger to contact its assigned supply chain security specialist.

How Delta takes the licensing risk out of the closing

Delta Brokers is based in McAllen, a few miles from the Hidalgo and Pharr crossings. On a customs brokerage sale we start with the license map: who holds the individual licenses, who qualifies the national permit, whether the deal should be a stock or asset sale, how the filer code and powers of attorney will move, and which bonds are actually the company's. We screen buyers for a licensed successor plan before they see your client list. We are not a law firm; your trade counsel should confirm each CBP filing. See also selling to cross-border buyers and logistics businesses we sell.

This guide is general information, not legal advice. Delta Brokers is a business brokerage, not a law firm, and nothing here creates an attorney-client relationship. Rules and agency practice change; confirm every requirement with the agency named and with your own attorney before you act. Last reviewed November 12, 2026.

Selling in the Rio Grande Valley? See the Valley seller guide for this industry, with buyer types, pricing, a prep checklist and a sale-readiness scorecard, or browse all seller guides by industry.

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