Florida Business Acquisition Due Diligence Checklist (PDF)

This checklist is built for buyers acquiring an operating Florida small business through an asset purchase — a cafe, shop, service firm, or venue under roughly $2 million. It organizes buy-side due diligence into the categories that actually decide whether a deal is safe to close, drawn from Florida's current statutes rather than a national template.

It focuses on the items that most often surprise buyers: successor tax liability under Fla. Stat. s. 213.758, the certified lien searches that replaced Florida's repealed bulk sales law, the lease assignment and landlord consent, the licenses and permits that do not transfer, and the employment and injury claims that can follow the business into the buyer's hands.

It is a planning tool, not legal advice, and it is deliberately conservative: it flags where a step belongs to the seller (such as requesting a Department of Revenue Certificate of Compliance) and where timing matters (bringing every lien search current immediately before closing). On a deal with financing, multiple locations, inventory, or real estate, pair it with attorney review.

What the PDF covers

• Seller entity, authority, and the owners who must sign or consent.
• Successor tax liability and the Certificate of Compliance versus escrow decision.
• UCC, judgment, and tax-lien searches, with payoff and termination timing.
• Lease assignment, licenses and permits, employment claims, and IP ownership.
• Turning each finding into a representation, condition, adjustment, or holdback.