Buying a Florida small business is mostly a paperwork problem wearing a handshake. The price is the easy part; the risk lives in what the seller owes, what is pledged to a lender, whether the lease and licenses can move, and which claims follow the business no matter how the deal is papered. This guide walks through the order I use to run buy-side due diligence on an asset purchase of an operating business under roughly $2 million. For the failures this process is built to catch, see the companion article on the five due-diligence failures that sink a Florida small-business purchase.
Gather before you start
- • The signed letter of intent and any draft purchase agreement.
- • The seller's exact registered legal name and every prior name, from Sunbiz.
- • Three years of financials, tax returns, and the DR-15 sales-tax filings.
- • The premises lease with all amendments, plus every license and permit.
- • An employee census and all restrictive-covenant agreements.
Common mistakes
- • Assuming an asset deal leaves the seller's tax and lien problems behind.
- • Looking for a bulk-sales notice that Florida repealed years ago.
- • Treating the lease assignment clause as boilerplate.
- • Accepting a promise to clear a lien after closing.
- • Running the lien search once at the start and never bringing it current.
Step 1: Confirm the seller entity and authority
Start at the Florida Division of Corporations. Pull the seller's long-form certificate of status and full filing history, confirm it is not administratively dissolved, and read the operating agreement or bylaws for who must approve the sale. Identify every owner who must sign or consent, because Sunbiz does not reliably show current LLC members. Trace signing authority one level up wherever a member is itself a trust or entity.
Step 2: Run the tax-liability analysis early
This step drives the deal structure, so do it first, not last. Under Fla. Stat. s. 213.758 a buyer of more than 50% of a business is jointly and severally liable for the seller's unpaid, DOR-administered taxes, capped at the greater of fair market value or purchase price. Decide the exit now: a Certificate of Compliance, which the seller must request and the state takes 7 to 10 business days to issue, or an escrow holdback sized to the exposure. Confirm the seller's sales-tax registration and reemployment-tax history while you are here.
Step 3: Search for liens, and read the collateral
Florida has no bulk sales law, so the lien search is the protection. Order a certified UCC search against the seller's exact legal name, every prior name, and any predecessor entity, then read each collateral description to see which filings actually touch the assets you are buying. Add the state judgment-lien registry, county records, and a federal tax-lien search. Plan now for UCC-3 terminations and payoff letters at closing.
Step 4: Work the lease and the contracts
Read every material contract for anti-assignment and change-of-control clauses, starting with the premises lease, which is usually the most important asset in a storefront or venue deal. Check the assignment clause and consent standard, the remaining term, any personal guaranty, the CAM reconciliation, and whether the use clause permits your intended use. Request a landlord estoppel and written consent to assignment, and expect the landlord to negotiate.
Step 5: Clear licenses, permits, and the workforce
For each license and permit, determine whether it transfers, is reissued, or requires a fresh application. Alcohol licenses require a new application and the seller's sales-tax certificate is not assignable, so arrange your own registration before opening. Confirm the certificate of occupancy, the City of Jacksonville and Duval County business tax receipts, zoning, and the latest fire inspection. On the workforce, remember that Florida non-competes generally do not pass in an asset sale without assignment or consent, so get fresh covenants where they matter.
Step 6: Price the risk into the paper, then bring the searches current
Diligence is only useful if it changes the documents. Turn each finding into a representation, a closing condition, a purchase-price adjustment, or an escrow holdback. Then, immediately before closing, bring every lien and tax search down to date, because a search run at the start of a 30-day inspection period is already stale, and confirm the terminations and payoff letters are in hand.
Soft next step
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