Buy-Side Business Acquisition Due Diligence
Quoted After Intake, From $7,500 - 45 to 60 days from engagement to closing
Buying a Florida business means buying whatever comes with it: liens, unpaid taxes, a lease the landlord has to approve, licenses that may not transfer. We find those problems before closing and write the agreement that deals with them.
Request a QuoteWhat Buy-Side Due Diligence Covers
This engagement is built for the asset purchase of an operating Florida business: a service company, a shop, a venue, usually on leased premises. The work is organized around the questions that decide whether a deal can safely close.
Seller entity and authority
We pull the seller's formation documents and full Division of Corporations filing history, confirm the entity is active, and identify every owner, manager, or officer whose approval or signature the sale requires under the governing documents and ss. 605.04073 and 607.1202. The state record does not reliably show who currently owns an LLC, so we confirm it from the documents.
Lien clearance
Florida has no statute requiring a buyer to notify the seller's creditors; that law was repealed in 1993. What protects a buyer instead is lien work: a certified UCC search under s. 679.523 against the seller's exact legal name, every prior name, and every predecessor; judgment-lien and county-record searches; a federal tax lien search; UCC-3 terminations and payoff letters delivered at closing; and bring-down searches dated immediately before closing.
Florida tax clearance
Under s. 213.758, a buyer of more than half of a business's assets can be held jointly and severally liable for the seller's unpaid sales and reemployment taxes, up to the greater of fair market value or the purchase price. We coordinate the exit route: a Certificate of Compliance, which only the seller can request, or the DR-842 and DR-843 transferee-audit process, and we size any escrow or holdback to the statutory exposure rather than to the cash at closing.
Successor-liability screen
We look at what can follow the business to the buyer: asset-purchaser exposure under Florida law, fraudulent-transfer risk under Chapter 726 (including whether buyer and seller are insiders), and federal successor exposure for wage-and-hour and discrimination claims, which a purchase agreement can allocate but cannot stop a claimant from asserting against the buyer.
Contracts, lease, and licenses
We read the material contracts for anti-assignment and change-of-control clauses, work through the premises lease assignment with landlord consent and an estoppel certificate, determine which licenses and permits transfer and which require a fresh application by the buyer, and check whether employee restrictive covenants are assignable at all.
Deal documents and closing
We draft and negotiate the asset purchase agreement, any seller-financing note and security documents, and the buyer's protections and indemnities; coordinate the purchase-price allocation with your CPA; and run the closing checklist and the post-closing filing calendar.
The Items That Usually Decide Whether a Deal Closes
- Landlord consent to the lease assignment and an estoppel certificate. In many small deals, the lease is the business.
- The Department of Revenue Certificate of Compliance, requested by the seller, or the transferee-audit route.
- UCC-3 terminations and payoff letters for every filing that touches the assets you are buying.
- Your own sales tax registration in hand before you open. The seller's certificate cannot be assigned to you.
- Every license and permit identified as transferring or not, with fresh applications filed where needed.
- Lien searches brought down to the day of closing, not left at the date the inspection period began.
How It Works
Request a quote
Tell us about the deal: structure, price, financing, premises, employees, licenses, and timeline. No payment is collected.
Written scope and quote
We reply in writing with a proposed scope and a quote for the engagement. Fees start at $7,500; the quote reflects the work your deal actually requires.
Engagement and document review
You sign the engagement letter and pay the engagement retainer. We request the seller's documents, run the searches, and work through the checklist.
Memorandum, then closing
You receive the due diligence memorandum with our findings and recommendations. The second payment is due on delivery of the memorandum, and we carry the deal through the purchase agreement and closing.
Deliverables, Fees, and What Is Not Included
Deliverables
- Due diligence memorandum
- Lien search report and clearance schedule
- Asset purchase agreement and ancillary closing documents
- Closing checklist and post-closing filing calendar
How the fee works
Fees start at $7,500 and are quoted in writing after we review your intake. The fee is paid in 2 parts: (1) engagement retainer, due at engagement, when the engagement letter is signed; (2) second payment, due upon delivery of the due diligence memorandum, after document review. Each amount is stated in your engagement letter before any work begins.
- Engagement retainer: due at engagement, when the engagement letter is signed.
- Second payment: due upon delivery of the due diligence memorandum, after document review.
Search, filing, and recording fees are billed at cost.
Not included
- Quality-of-earnings or other accounting review (the buyer's CPA)
- Business valuation
- Tax advice on the transaction (issue-spotted and referred to the buyer's CPA)
- Immigration advice
- Real estate purchase (separate engagement)
- Any litigation or dispute uncovered by the searches (this office does not litigate; referral to local counsel)
- Search, filing, and recording fees (billed at cost)
Trust Account Protection
Retainer payments are held in our IOLTA trust account in accordance with Florida Bar rules until earned under the terms of your engagement letter.
Related Flat-Fee Services
Frequently Asked Questions
How is this priced?
Each engagement is quoted after intake, starting at $7,500. The quote depends on what the deal involves: seller financing, a lease assignment, license transfers, employees, or a seller with a long history of prior names and predecessor entities. The fee is paid in 2 parts: (1) engagement retainer, due at engagement, when the engagement letter is signed; (2) second payment, due upon delivery of the due diligence memorandum, after document review. Each amount is stated in your engagement letter before any work begins. Search, filing, and recording fees are billed at cost.
Why does this cost so much on a small deal?
Because the work does not shrink with the purchase price. A lien search against every seller name, tax clearance with the Department of Revenue, a lease assignment, and a purchase agreement take roughly the same effort whether the business sells for a modest amount or several times that. The useful question is not what share of the price legal work represents, but what each component protects you from and which parts are optional for your deal. We price the components and tell you which are which.
Does Florida require a buyer to notify the seller's creditors?
No. Florida repealed its creditor-notice statute in 1993, and the old sales tax transferee section was repealed in 2012. A buyer's protection today comes from lien searches, UCC-3 terminations and payoff letters at closing, and tax clearance under s. 213.758. A checklist or vendor page that tells you to send a creditor notice in Florida is working from repealed law.
What does my accountant do, and what do you do?
Your CPA reviews the financial picture: whether the reported earnings hold up against bank and merchant statements, whether the seller's add-backs are supported, and how the purchase-price allocation affects your taxes. We handle the legal side: who has authority to sell, what liens and liabilities can follow the assets, whether the lease and licenses transfer, and the agreement that allocates the risk. Accounting review and business valuation are not part of this engagement, and we do not give tax advice on the transaction; where a tax question comes up, we identify it and refer it to your CPA.
Do I need a letter of intent first?
It helps. A letter of intent sets the price, structure, and due diligence period before either side spends money on the definitive agreement. If you do not have one yet, our flat-fee Letter of Intent service ($429) is the usual first step, and the intake form asks where you are in that process.
What if the searches turn up a lawsuit or a dispute?
We report it in the memorandum with our assessment of how it affects the deal, and we draft the protections, escrow, or holdback that address it in the purchase agreement. This office does not litigate or appear in court proceedings. If a dispute needs counsel before a court, we refer you to local counsel, with no fee to this office for the referral.
Do you represent sellers?
This service is buy-side only. Representing the buyer and the seller in the same transaction is a conflict, and the intake asks for the seller's name so we can check before we quote.
Buying a Florida Business?
Tell us about the deal. We reply in writing with a scope and a quote, from $7,500.
Request a QuoteAvailable to clients in Florida and Illinois. Jonathan D. Woods is admitted to practice law only in Florida and Illinois.