Buying a Business in Florida 5 things to know

If you are considering buying a Florida business, it is important that you do your research.

The seller may be required to disclose certain information. However, it is ultimately up to you as the buyer to do your due diligence and make sure the business is a sound investment.

Buying a business in Florida can be a complicated endeavor. It is highly advisable that you consult with an attorney who focuses on business acquisitions to protect your interests. But to get you started, here are 5 things you should consider before you buy a business in Florida.

Before closing on the purchase of a business, business buyers must have confidence that they have asked every reasonable question about the business and they have gotten a satisfactory answer for those questions.

Business Attorney Trevor Brewer

1. What Is Included in the Sale of the Business?

When buying a business in Florida, you should make sure everything you will need to operate the business is included in the sale.

Perhaps you just want to buy assets, equipment, and inventory that will allow you to start your own new business. Or perhaps it’s actually the name or other intellectual property of the business you are most interested in. 

Whatever your intentions, be sure to negotiate for everything you will need. It’s important to discuss your needs with an attorney and have them look over the purchase contract. This way you won’t be taken by surprise later.

2. How Successful Is the Business?

In researching the right business to buy, it is necessary that you have a full picture of the business’s past success and income potential. 

Perhaps you are hoping to step into a thriving business and earn immediate income, or perhaps you are hoping to get a deal on a struggling business with the hope of turning it around. Whatever your goals, there are several things you will want to know.

The Reason the Owner Is Selling

This may be something you need to dig into a bit. It could be that the owner just wants to retire or move onto a different business venture. But it could be that the business has other problems such as:

  • It isn’t as profitable as it appears;
  • It will need to incur a large expense in the near future;
  • Running it is unusually difficult; 
  • The demand for the product or service has decreased; or
  • A new competitor in the area has been luring away business.

Ask around town or talk to employees or vendors to see if you can learn what’s going on behind the scenes.

Whether the Owner Has Been Making a Living

If the owner has to rely on other sources of income to make ends meet, this business may not be as solid as it appears. Ask the owner to let your accountant review their financial records. If you feel like the owner isn’t being transparent about the business’s history, that could be a red flag. 

How the Business’s Income Is Affected by Seasonality

Most businesses have certain times of the year that are busier than others. But for some businesses, seasonality can be extreme. Is the business located in a tourist area where the population changes seasonally? Does it cater to an activity that is more popular during some parts of the year?

Seasonality is not necessarily good or bad, but it is something you want to be aware of before you buy a business in Florida. Will you make enough money during the busy season to make up for the off-season? Does operating a business in this way make sense with your lifestyle?

Whether Demand for the Business Is Growing, Shrinking, or Staying the Same

When buying a Florida business, you need to take a critical look at the local market. Does demand for the product seem pretty stable, or can you see it changing in the near future? Consider things such as:

  • Whether local demographics are shifting;
  • Whether other businesses in the area are opening or closing;
  • How advancing technology may affect the relevance of the product or service; 
  • How likely changing trends are to affect demand for the product or service; and
  • How steady earnings have been over the past several years.

Be realistic about the prospects for your business. You want to make sure that there is going to be continuing demand for the business before you invest in it.

3. What Obligations Will You Be Taking on?

If you are purchasing a new business, it may come with obligations as well as assets. You may be subject to any number of liabilities, such as:

  • Existing contracts,
  • Pending lawsuits,
  • Loans,
  • Debts,
  • Unpaid taxes,
  • Warranties,
  • Judgments, or 
  • Liens.

Be sure to get a comprehensive list of all these liabilities before you buy a business in Florida. An experienced lawyer can be invaluable in helping you identify and understand existing obligations.

4. Is the Asking Price Reasonable?

There are various ways to value a business. The most common include:

  • Market approach: comparing what similar businesses are selling for;
  • Income approach: using the business’s past and future income to extrapolate its value; and
  • Asset approach: determining the value of the business’s assets.

You should seriously consider obtaining a professional business appraisal before agreeing to a purchase price.

5. What Kind of Licensing or Permits Do You Need?

All businesses require some form of registration, licensing, or permits. Depending on the type of business and where it is located, these may include:

  • A general business permit;
  • DBA (doing business as) registration;
  • Business entity registration;
  • Professional and occupational licenses;
  • Building and zoning permits;
  • Health permits;
  • Liquor licenses and food permits;
  • Tax registration and ID numbers; and
  • Environmental permits.

It is important to compile a full checklist of which specific permits you will need and their ongoing cost before buying a Florida business.

Talk to an Attorney

Before buying a business in Florida, talk to the experienced business acquisition attorneys at BrewerLong. We understand how complex this process can be, and we can give you knowledgeable legal advice at all stages. For more than ten years, our firm has helped Florida entrepreneurs create, build, and protect their businesses. To learn what we can do for you, call or contact us online to schedule a consultation.

This blog post is provided on an “as is” and “as available” basis as of the date of publication. We disclaim any duty to update or correct any information contained in this blog post, including errors, even if we are notified about them. To the fullest extent permitted by law, we disclaim all representations or warranties of any kind, express or implied with respect to the information contained in this blog post, including, but not limited to, warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, and timeliness. We will not be liable for damages of any kind arising from or in connection with your use of or reliance on this blog post, including, but not limited to, direct, indirect, incidental, consequential, and punitive damages. You agree to use this blog post at your own risk. Regarding your particular circumstances, we recommend that you consult your own legal counsel–hopefully BrewerLong.

Author Photo

Trevor Brewer

Primarily working with business owners and their families, Trevor advises clients on business structuring and sale transactions, regulatory compliance, third-party contracts, liability protection and general matters facing small business owners. His focus extends beyond legal advice and includes business strategy and wealth preservation. Trevor also works with families regarding their estate planning needs, including probate, trust administration, and wills.

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