Buying a Business in Florida

buying a business in florida gold icon

Fort Myers Business Acquisition Attorney

Buying a Florida business is more than just browsing around for a company that is aesthetically pleasing to you. It can be very complicated, as there are several moving parts. In fact, it can often feel like all of these parts are moving in opposite directions, making it difficult for a business owner to know what is required of them for a successful transaction.

Luckily, our Florida business law attorneys at McIntyre & Bermudez, PLLC can help you, a potential buyer, throughout the entire process. We represent both buyers and sellers of a vast array of business types and corporations in Fort Myers and the surrounding areas. Our knowledge and experience in handling business transactions, as well as Florida business litigation and formation, allows us to help from both buyer and seller perspectives. By obtaining the help of McIntyre & Bermudez, PLLC, you can ensure that your purchase of a Florida business moves along as smoothly and efficiently as possible.

Large and Small Business Acquisition Lawyer

At McIntyre & Bermudez, PLLC, our business attorneys focus on assisting business owners and potential buyers and sellers in achieving their goals. Whether you’re looking into buying a small business or a major corporation, we can assist you in all aspects of the acquisition process. Further, if you ever decide on selling a business in Florida or are simply ready to retire, we can also help with those transactions. 

Purchasing an existing business tends to pose less risk than the process of business formation in Florida, or establishing one from scratch. In addition, you may save money on startup fees, but you’ll still need to be aware of any possible issues with the company before becoming invested. Just because a business is already established and seems to be doing well doesn’t necessarily mean there aren’t some internal issues that need to be addressed before a transaction takes place. 

We understand that a business owner puts forth a lot of effort to succeed in their field, and we aim to help them in reaching their goals. Our skilled business lawyers can assist you in gathering all of the information you’ll need to make an informed decision, such as researching the company’s history, conducting financial due diligence, confirming collateral for acquisitions, and reviewing existing vendor contracts, among many other things.

What is the Process of Buying a Business?

As we said before, there are a lot of moving parts that go into buying a business in Florida. The process includes plenty of documentation, negotiation, and everything in between. Our Fort Myers business attorneys can help you in all stages of the process, including the initial offer stage, the due diligence period, and the closing. 

The Initial Offer Stage

First, we will assist you in reviewing, drafting, and negotiating your Letter of Intent and Purchase Agreement. Most conditions of the sale will be covered by this Agreement, including any indemnity clauses, non-compete covenants, and various schedules. The buyer also generally makes a deposit into an escrow account at this point. 

The Due Diligence Period

Our attorneys will then walk you through the next stage of the business acquisition process by analyzing and reviewing the viability of the business, from both a legal and financial standpoint. Among other things, this is to ensure the deal is valued correctly and to determine any potential liabilities associated with the business purchase. 

Buyers will also typically consider an Assignment of Lease Agreement or Real Estate Purchase Contract during this part of the process. If the buyer is leasing the business premises, the seller must acquire the landlord’s signature on the Assignment before both the seller and the buyer sign it themselves. Some of the other documents we handle at this stage in the process include:

  • Business Licenses and Permits
  • Contracts and Leases
  • Business Financials
    • Tax returns, balance sheets, debt disclosures, advertising costs, etc.
  • Zoning Laws
  • Environmental Regulations
  • Inventory Lists
  • Other Organizational Paperwork

The Closing

At the final stage of the deal, your business attorney will guide you through the completion of a variety of documents to close the transaction. These documents may include:

  • Seller’s Affidavit
  • Stock Certificates
  • Corporate Books
  • Bills of Sale and General Assignment
  • Buyer and Seller’s Closing Statement
  • Buyer’s and Seller’s Corporate Resolutions
  • Promissory Notes
  • Amortization Schedules
  • Security Agreements
  • Assets Allocation Agreements
  • Final Inventories

What Kind of Licensing or Permits Do You Need to Buy a Business?

To operate lawfully, many companies and corporations will require some sort of license or permit. Unfortunately, determining the sort of licensure you’ll need to operate in your state and in your field of business isn’t always straightforward. You may need to get municipal, county, state, or federal business licenses depending on the type of business you run. Your attorney can help better inform you of exactly what you’ll personally need to operate your business after your purchase.

Luckily, when buying a business, those licenses and permits should already be in place. This is one of the things that makes buying a business easier compared to forming one, as you typically won’t need to acquire all of the appropriate licenses and permits yourself.

One of the things our Fort Myers business contract attorneys can help you with is ensuring that the business you’re considering purchasing has all of the necessary business licenses and permissions. We will also investigate to see if the previous owner has previously broken or is currently breaking any local business license rules. Certain businesses, particularly those that are heavily regulated, like the food and beverage industry, often require a valid and up-to-date permit or specialty licensure to remain in operation.

What are the Advantages of Buying a Florida Business?

There are many advantages that come with buying a business that has already been established. For example, when forming a business, the planning phase will take up the majority of your time and energy.

However, when you acquire a business that’s already up and running, you’ll find that everything you need is (hopefully) already in place.

Another advantage to purchasing an existing business is that operating costs can be lower compared to those of a startup business. Because some of these costs are included in the purchase transaction, you don’t need to spend as much of your budget on hiring new personnel, establishing marketing tactics, or building a client base. Instead, you may put more money into growing the company and making it more aligned to fit your goals.

Finally, as we mentioned before, purchasing a business that’s already in operation can have significant monetary benefits. This can be extremely helpful when it comes to obtaining financings like loans or investments. With a history of financial performance available, investors and lenders are typically much more comfortable when it comes to financing your new endeavors or expansion.

What are the Disadvantages of Buying a Florida Business?

While there are many advantages to buying a business, there are some potential downfalls as well. For starters, you can expect the purchasing costs to be significantly greater. Though you’ll be able to save money on operational expenditures like inventory and equipment, you’ll almost certainly have to pay a hefty purchase price.

In fact, in some circumstances, those purchasing expenses might be even more than the cost of starting a new firm.

When purchasing an existing business, you may also find that you are less familiar with the inner workings of a business you didn’t create. Things like the intricacies of its goods, procedures, personnel, corporate culture, and finances may all be new territory for you. This is especially true if you’re joining a field where you’ve never worked before. You’ll need to devote a significant amount of time to learning should be prepared for a high learning curve.

Finally, you’ll also go through a pretty rigorous due diligence procedure as a potential buyer, where you’ll acquire information on the company and its current owner. Even then, no matter how much information you gather, you still face the chance of encountering a problem that you are unaware of or one that is more serious than it initially appeared. For instance, the brand’s reputation might turn out to be formerly tarnished, or the equipment that came with the purchase may be damaged. In short, when you acquire a business, you also acquire the problems that may come with it.

Thinking of Buying a Business? Call our Florida Business Acquisition Lawyer at McIntyre & Bermudez, PLLC

When working with clients who are buying a Florida business, our Florida business attorneys work hard to make sure their dollars go farther. Such a transaction requires a thorough legal evaluation and study of the business and all parties involved. With this in mind, the Florida business acquisition lawyers at McIntyre & Bermudez, PLLC will evaluate, negotiate, and draft all of the paperwork required for a successful transaction. We will look at the purchase from the standpoint of membership interests, shareholder rights, as well as leases, real estate purchase contracts, and other contractual responsibilities. We’ll also locate and address potential hazards or liabilities associated with the business to ensure you receive the best bargain possible.

If you’re looking to buy a business in Florida, make sure you obtain the skill and experience of our Fort Myers business acquisition lawyers. We pride ourselves on our ability to provide individualized attention to every case we take on. When it comes to the security and overall well-being of your business, our firm has the legal experience you need. To schedule a consultation, give us a call at 239.935.8426 or fill out our online intake form today.