Selling your business or practice in Florida
Overview
Selling a business you built is usually a one-time event, and most of the value is decided in a few documents. I represent owners selling businesses and healthcare practices in Florida, typically in deals from $500K to $5M, from the first confidential conversation through closing and the transition. For the full range of deal work, see my M&A attorney page.
What I handle for sellers
- Getting ready: entity records, contracts, leases and licenses in order before buyers look
- Confidentiality agreements with prospective buyers
- Reviewing and negotiating the letter of intent
- Responding to the buyer’s due diligence and preparing disclosure schedules
- The purchase agreement: price, payment terms, representations and indemnification
- Seller notes, earn-outs and escrows: how and when you get paid
- Non-compete, transition and employment terms for the period after closing
- Lease assignment and other third-party consents
Common seller mistakes I plan around
- Signing a letter of intent before structure, payment terms and exclusivity are clear
- Leaving the price allocation and tax planning until after terms are set
- Accepting deferred payments without security or clear conditions
- Agreeing to a non-compete or transition period broader than the deal needs
- Starting the landlord’s consent too late, so the lease holds up closing
Before you go to market
Buyers price risk. Clean records shorten due diligence and reduce the room for renegotiation late in the deal. That means current entity documents, written contracts with key customers, vendors and staff, a lease you can assign, and licenses and permits in order. A broker can help with valuation and finding buyers; your CPA prepares the financials.
The letter of intent
The letter of intent is usually non-binding on price, but it sets the frame for everything after it. The terms that matter most to a seller are the price and how it is paid, the structure, the length of exclusivity, the working capital or inventory terms, the non-compete and transition period, and any conditions the buyer adds, such as financing.
Asset sale or entity sale, from the seller's side
In an asset sale the buyer takes selected assets and, generally, not the company’s liabilities unless the agreement says so; the seller keeps the company and winds it down. A seller that owes Florida taxes administered by the Department of Revenue, such as sales tax, files a final return and pays within 15 days after transferring the business, and buyers usually ask for a Department of Revenue certificate of compliance, because without one (or a Department audit) the buyer can owe the seller’s unpaid state taxes (s. 213.758(3) and (4), Fla. Stat., as of October 2026). In a stock or membership-interest sale the buyer takes the company as a whole. The structure and the allocation of the price change your tax result, so I work it through with your CPA before the letter of intent is signed. For entity choice, see PA vs. PLLC vs. LLC.
Due diligence you will face
Once the letter of intent is signed, the buyer asks for records: financial statements and tax returns, contracts, the lease, employee information, licenses and any claims. Answers that are complete and consistent keep the deal on schedule. Problems found late tend to come back as price reductions or larger holdbacks. The disclosure schedules to the purchase agreement are where known issues are listed, so the representations you give are accurate.
Getting paid
Not all of the price is always paid at closing. Part may come through a seller note, an earn-out tied to future results, or an escrow that holds back funds for a period. Each needs clear terms: the amount, the schedule, what happens if the buyer misses a payment, and what security you have.
Non-competes and the transition period
Buyers usually ask the seller to agree not to compete and to help with the handover. In Florida, s. 542.335, Fla. Stat. presumes a restriction tied to the sale of a business reasonable in time at 3 years or less and unreasonable in time at more than 7 years (s. 542.335(1)(d)3, Fla. Stat., as of October 2026). The scope, the area and the length should match what the buyer is actually paying for. For how these clauses work in practice sales, see our post on non-competes for dentists.
Selling a healthcare practice
Most licenses and permits do not transfer to the buyer, so the buyer needs its own before closing. A few, such as alcoholic beverage licenses and local business tax receipts, can be transferred to the buyer in a bona fide sale (s. 561.32 and ss. 205.033 and 205.043, Fla. Stat., as of October 2026). Patient records, the seller’s professional liability coverage (see our post on claims-made and occurrence coverage) and who may own the practice all depend on the profession. See healthcare mergers and acquisitions for the overview, or the page for your practice type:
Lease and other consents
Most sales need someone else’s approval. The landlord usually has to consent to assigning the lease, and some customer, vendor or equipment contracts need consent to transfer. In practice, lenders with liens on business assets are paid off at closing or agree to the sale. Otherwise the lien generally stays on the assets after the sale (s. 679.3151, Fla. Stat., as of October 2026), and a sale usually triggers a default under the loan documents. Starting these early keeps them from holding up closing.
At closing and after
At closing the documents are signed, funds move, and any seller note or escrow is put in place. After closing you hand over relationships, systems and staff during the agreed transition period, and the company you sold assets from is wound down or kept, depending on the structure. Keep copies of the closing documents; payment terms and indemnification obligations can run for years.
Working with your CPA and broker
A sale runs more smoothly when the CPA, the broker and the attorney work from the same plan. Your CPA prepares the financials, models the tax result of each structure and advises on the price allocation. A broker, if you use one, values the business, markets it confidentially and screens buyers. I negotiate and document the legal terms and keep the closing checklist. I can work with advisors you already have.
Selling to a DSO or corporate buyer
Corporate and private-equity-backed buyers often use their own form documents, ask for a longer seller commitment after closing, and pay part of the price later or in equity. Each of those terms deserves a close read: how future payments are calculated, what you are agreeing to do after closing, and what happens if the relationship ends early. See DSO and corporate sales.
How fees work
Flat-fee engagements are available for most transactions; fees are quoted per matter after a scoping call. What drives the cost is mainly the deal structure, the amount of due diligence, and the number of documents and parties.
Frequently asked questions
When should I call an attorney about selling?
Before you sign a letter of intent, and ideally before you go to market. Early decisions on structure and payment terms are hard to change later.
Do I need both a broker and an attorney?
A broker finds buyers and helps with price. An attorney negotiates and documents the legal terms. Most sellers use both, along with a CPA.
Is an asset sale or a stock sale better for a seller?
Sellers often prefer selling the company, while buyers often prefer buying assets. The better choice depends on taxes, liabilities and contracts, so it is worked out with your CPA.
Will I have to sign a non-compete?
Usually. In Florida a restriction tied to the sale of a business is presumed reasonable in time at 3 years or less and unreasonable in time at more than 7 years (s. 542.335(1)(d)3, Fla. Stat.).
How long does a sale take?
It depends on the deal and on how ready the records are. Financing, landlord consent and regulatory steps usually set the pace.
What does it cost?
Flat-fee engagements are available for most transactions; fees are quoted per matter after a scoping call.
How a sale moves from preparation to closing
Preparation
Records, contracts, lease and licenses in order; structure discussed with your CPA.
Letter of intent
Price, payment terms, structure and exclusivity agreed in writing.
Due diligence
The buyer reviews your records; I help you answer and prepare the disclosure schedules.
Purchase agreement
Negotiating representations, indemnification, payment terms and conditions to close.
Closing
Consents, financing and signing; funds received or payment terms put in place.
Transition
Handover to the buyer and any post-closing payments.