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Buying or Selling a Business in Florida: A Practical, Miami-Dade–Focused Guide for Owners and Investors

Who This Guide Is For

• Owners preparing to sell within 6–18 months and wanting strong price, clean escrow terms, and a smooth exit
• Buyers (strategic or financial) evaluating small and mid-sized companies in Miami-Dade and throughout Florida
• Families transferring a business to insiders or next-generation owners
• Franchisees and franchisors working through transfers and approvals

Step 1: Choose Your Deal Structure—Asset vs. Equity (Stock/Membership Interest)

Step 2: Letter of Intent (LOI) That Actually Saves You Money

• Price and adjustments (cash-free, debt-free; treatment of debt; working capital target)
• Structure (asset vs. equity), escrow/holdback concept, and any earn-out formula
• Exclusivity (no-shop) period long enough to complete diligence and financing
• Key employment/consulting or transition terms for sellers who will stay on
• Treatment of real estate (purchase/lease; sale-leaseback mechanics; CAM caps)
• Required consents (landlord, franchisor, key customers/vendors)
• High-level tax posture (e.g., 1060 allocation for APA; S-corp/QSBS issues if applicable)
• Closing timeline and outside date

Step 3: Diligence—Prove the Story Before You Pay for It

• Formation docs, cap table, minutes/resolutions, shareholder/member consents
• Good standing, UCC and lien searches, litigation and judgment searches

• Three years of financials, AR/AP agings, customer concentration, seasonality
• Normalized working capital model; debt schedule; add-backs tested with source docs
• Federal/state/local tax returns; payroll and sales/use tax compliance; property tax status

• Top customers and suppliers (terms, renewals, termination rights, change-of-control)
• Leases (rent schedule, options, CAM practices, assignment rights, SNDA/estoppels)
• Licenses/permits (state, county, municipal; healthcare/food/transport where relevant)
• IP: trademarks, copyrights, software licenses; employee/contractor IP assignments
• HR: offer letters, handbooks, non-competes/non-solicits, contractor classifications
• Insurance coverages and loss runs; required additional insured endorsements
• Privacy/data security: policies, vendor DPAs, incident logs

• Equipment lists, titles/leases, maintenance logs
• For real estate: title/survey, zoning, open permits, Phase I (and II if indicated)
• IT systems, vendor contracts, and transition risks

Step 4: Price Mechanics That Protect You

Step 5: Reps, Warranties, and Indemnities—The “Sleep at Night” Clauses

• Reps & Warranties: Accuracy of financials, no undisclosed liabilities, compliance with law, contracts, IP ownership, taxes paid, HR compliance, environmental, and litigation.
• Materiality Scrape: For indemnity purposes, ignore “materiality” qualifiers so small breaches still count; pair with baskets/deductibles.
• Baskets & Caps: Basket (mini-deductible) before claims are payable; cap typically tied to a percentage of price. Carve-outs (fraud, fundamental reps, taxes) may have higher caps/longer survival.
• Survival Periods: How long reps last (often 12–24 months; longer for taxes, fundamental reps).
• Indemnity Mechanics: Notice, defense, settlement control, and set-off rights against earn-out or escrow.

Step 6: People, Benefits, and Post-Closing Reality

• Offers & Onboarding: For APAs, employees typically terminate with seller and receive new offers from buyer effective at closing. Keep continuity of tenure where practical for morale and benefits.
• Restrictive Covenants: Sellers should expect non-compete and non-solicit covenants tailored to business, geography, and duration under Florida law.
• Stay Bonuses/Consulting: Keep key people through transition with bonuses or short consulting deals.
• Handbooks & Policies: Update or adopt policies (harassment, confidentiality, device use, PTO accrual handoff).
• Benefits & Payroll: Coordinate benefits start, PTO carryover, COBRA responsibilities, and payroll tax accounts.

Step 7: Real Estate—Own, Lease, or Sale-Leaseback

• If Buying Real Estate: Align appraisal, survey, title, hurricane wind/flood insurance, and lender timelines with the business closing.
• If Leasing: Lock assignment rights, SNDA/estoppel deliveries, CAM caps, signage, and guaranty burn-offs. Tie rent commencement and rent-step timing to realistic occupancy dates.
• Sale-Leaseback: For sellers wanting cash at close and a long-term location, price cap rates and lease terms in parallel with the business sale.

Step 8: Licenses, Franchises, and Regulated Industries

• Franchise Transfers: Expect franchisor approval, training, and transfer fees; confirm encroachment/territory and remodel/tech obligations.
• Healthcare/Financial/Transport/Food: Some permits cannot transfer; plan for new licenses or management agreements during the interim. Make approvals a closing condition or create post-closing covenants with holdbacks until approvals land.

Step 9: Tax Positioning and Purchase Price Allocation

• APA Allocations (IRC §1060). Allocate among assets (goodwill, equipment, inventory) to manage depreciation/amortization for buyer and gain types for seller. Put the allocation in the contract to prevent future disputes.
• Equity Deals. Evaluate S-corp/QSBS issues (if applicable), built-in gains, and 338(h)(10)/336(e) elections where beneficial and mutually agreed.
• Florida/Local Taxes. Model documentary stamp tax on any related real estate, sales tax on tangible assets in APAs, and intangible tax on recorded mortgages; budget filing requirements and deadlines.

Step 10: Closing Deliverables and Post-Closing Integration

• Fully executed APA/SPA and ancillary agreements (bill of sale, assignments, IP assignments)
• Officer/manager certificates, consents, and bring-down reps
• Landlord consents, SNDAs, franchisor approvals, third-party consents
• Lien releases/UCC terminations; payoff letters and wire instructions
• Escrow agreement; working capital statement method
• Employee offer list and restrictive covenant agreements
• Updated certificates of insurance and additional insured endorsements
• Keys, codes, domain/website admin access, and IT credentials

• Working capital true-up; escrow claims process
• Vendor/customer notifications and ACH updates
• BOI (beneficial ownership) reporting for new or restructured entities
• License filings, tax registrations, and integration of accounting/HR systems

Seller Preparation: Six Moves to Add Real Value Before You Go to Market

• Clean financials. Organize by product line and location; normalize add-backs with evidence.
• Customer contracts. Extend key agreements; add assignment consent language where possible.
• IP and brand. Register trademarks; collect assignment agreements from employees/contractors.
• Housekeeping. Resolve open permits, liens, and small litigations now.
• Team stability. Put stay bonuses or retention plans on paper for at-risk roles.
• Data room discipline. Index documents logically; your speed builds buyer confidence and often improves price.

Buyer Readiness: Five Ways to Compete and Win

• Financing pre-work. Line up SBA/conventional financing, landlord consents, and any collateral releases early.
• LOI speed and clarity. Clear price mechanics, short diligence lists tailored to the business, and realistic timelines.
• Integration plan. Show the seller how you’ll retain staff and customers—less fear equals more cooperation.
• License plan. Present a path for permits or franchisor approvals with dates and responsibilities.
• Reputation and references. In founder-led sales, sellers care about legacy. Bring references and your operator résumé.

Red Flags That Should Slow You Down—or Stop You

• Unassignable key contracts or a landlord who refuses consent on a critical site
• Customer concentration above 35–40% with no offsetting protections
• Payroll tax arrears or sales tax exposure that eclipses escrow capacity
• IP that isn’t owned by the company (no contractor assignments; brand unregistered)
• Pro formas that ignore obvious CapEx (roofs, chillers, tech stack replacements)

How Our Firm Helps Buyers and Sellers Close With Confidence

• Strategy on structure (APA vs. SPA), price mechanics, and tax-aware allocations
• Diligence map, document review, and red-flag reports that tie directly to contract terms
• Drafting/negotiating LOIs, APAs/SPAs, employment and transition agreements, and lease/franchise transfers
• Coordination with lenders, landlords, franchisors, and regulators; closing checklists that keep everyone honest
• Post-closing integration support: notices, license filings, BOI reporting, and dispute prevention
• For cross-border investors and sellers, bilingual documents and alignment with tax/immigration advisors

Let’s Talk