Buying a business or practice in Florida
Overview
Buying a business is a chance to grow faster than starting from scratch, and most of the risk sits in what you have not seen yet. I represent buyers of businesses and healthcare practices in Florida, typically in deals from $500K to $5M, from the letter of intent through closing and the first months after. For the full range of deal work, see my M&A attorney page.
What I handle for buyers
- Confidentiality agreements and the first requests for information
- Negotiating the letter of intent, including exclusivity and conditions
- Due diligence: contracts, leases, employees, liens, licenses, taxes and litigation
- The purchase agreement: representations, indemnification, escrows and holdbacks
- Financing documents from your bank or SBA lender, and seller financing
- Lease assignment or a new lease, and other consents
- Employment and transition agreements with the seller and key staff
Common buyer mistakes I plan around
- Buying the company itself without knowing which liabilities come with it
- Skipping parts of due diligence to meet a closing date
- Assuming licenses, permits or payer enrollments, including Medicare, transfer with the business without checking each one
- Accepting representations with no indemnification or holdback behind them
- Relying on a non-compete that is broader than Florida law will enforce
The letter of intent and exclusivity
The letter of intent sets the price, the structure and the terms the purchase agreement will be built on. For a buyer, the key points are the exclusivity period (the time the seller agrees not to talk to other buyers), the conditions you need before you are bound, such as financing, satisfactory due diligence and landlord consent, and how much of the price is paid at closing versus later.
Due diligence
Due diligence is your chance to confirm what you are buying before you are bound to buy it. A typical review covers:
- Financial statements and tax filings, with your CPA
- Liens, judgments and pending or threatened claims
- Customer, vendor and employment contracts, and whether they can be assigned
- The lease and the landlord’s consent
- Licenses, permits and regulatory status
- Employees, benefits and any classification issues
What you find shapes the price, the representations you ask for, and how much of the price is held back.
Asset purchase or stock purchase, from the buyer's side
In an asset purchase you choose the assets and, generally, do not take on the seller’s liabilities unless the agreement says so. There are exceptions: a buyer that is a mere continuation of the seller can inherit its liabilities (Bernard v. Kee Mfg. Co., 409 So. 2d 1047 (Fla. 1982)), and a buyer of more than half of a business can owe the seller’s unpaid state taxes unless the seller provides a Department of Revenue certificate of compliance or a Department audit clears the seller; the buyer may hold back part of the price to pay them (s. 213.758(4), Fla. Stat., as of October 2026). In a stock or membership-interest purchase you take the company as a whole, with its history, so due diligence and indemnification carry more weight. Your CPA should weigh in on the tax side before the letter of intent is signed.
Representations to ask for
The representations a buyer asks for follow from the risks found in due diligence. Common ones cover the accuracy of the financial statements, ownership of the assets and the absence of undisclosed liens, the status of key contracts and the lease, compliance with laws and licensing, employee matters, taxes, and pending or threatened claims. Each representation is only as useful as the indemnification and holdback behind it, and the survival period that sets how long you can make a claim.
Buying with a partner or investor
If you are buying with a partner or with outside money, settle the ownership terms before the purchase closes: who owns what, who decides what, how future capital is raised, and what happens if one owner leaves or dies. In a healthcare practice, who may hold an ownership interest also depends on the profession. See our guide to partnership agreements.
Protections in the purchase agreement
Representations and warranties are the seller’s statements about the business. Indemnification is the seller’s promise to cover losses if those statements turn out to be wrong. An escrow or holdback keeps part of the price available to back that promise for a period after closing. These terms are where a buyer’s protection is negotiated.
Financing
Many buyers in this range use a bank loan, often SBA-backed, and sometimes a seller note for part of the price. The lender’s requirements affect the documents, the timeline and any personal guarantee; for SBA loans, owners of at least 20 percent generally must guarantee the loan (13 C.F.R. 120.160(a), as of October 2026). I coordinate the purchase agreement with the lender’s closing requirements so the two line up.
Buying a healthcare practice
Most licenses and permits do not transfer, so you generally need your own in place before closing. In Florida, a few, such as alcoholic beverage licenses and local business tax receipts, can transfer in a bona fide sale (s. 561.32 and ss. 205.033 and 205.043, Fla. Stat., as of October 2026). Medicare billing privileges cannot be sold. A practice enrolled in Medicare, such as a physician, dental or optometry practice, reports a change of ownership within 30 days, and a buyer with a new tax identification number generally files its own enrollment (42 C.F.R. 424.516 and 424.550(a) and (c), as of October 2026). A business that holds a Medicare provider agreement, such as a hospital, skilled nursing facility, home health agency or hospice, is different: on a change of ownership the agreement is assigned to the buyer unless the buyer rejects it, and the buyer takes on its compliance history, but the seller and the buyer must still file enrollment applications before closing (42 C.F.R. 489.18 and 424.550(b), as of October 2026; CMS memo S&C 13-60). The exception is a home health agency or hospice sold within 36 months of its initial enrollment or its last change in majority ownership: the agreement generally does not pass, and the buyer must enroll as a new provider (42 C.F.R. 424.550(b)(1), as of October 2026). Payer credentialing can take time to complete. Who may own the practice depends on the profession, and patient records have their own handling rules. For entity choice, see PA vs. PLLC vs. LLC; for buying with a partner, see our guide to partnership agreements. See healthcare mergers and acquisitions for the overview, or the page for your practice type:
Lease and consents
The business’s location often matters as much as the business itself. The landlord usually must consent to an assignment, or you negotiate a new lease. Key contracts may need the other party’s consent to transfer. Florida no longer charges state sales tax or local surtax on commercial rent for rental or occupancy periods beginning on or after October 1, 2025 (Department of Revenue TIP 25A01-04). See our post on the repeal.
Closing and the first months
At closing the funds move, the documents are signed, and you take over. The first months decide how much of the value carries over: keeping staff, customers and referral sources, and having the seller’s help during the transition. Indemnification claims, if any, usually have to be made within the time the agreement allows, so the purchase agreement should be at hand during that period.
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 depth of due diligence, financing requirements and the number of documents and parties.
Frequently asked questions
When should a buyer bring in an attorney?
Before signing the letter of intent. Exclusivity, conditions and structure are set there, and they are hard to change later.
What does due diligence cover?
Financial and tax records, liens and claims, contracts, the lease, licenses and permits, and employees. Your CPA covers the financial side.
Is an asset purchase safer than a stock purchase?
An asset purchase generally leaves the seller’s liabilities with the seller unless the agreement says otherwise. A stock purchase takes the company as a whole, so the review and the indemnification matter more.
Can I use an SBA loan to buy a business?
Many buyers do. The lender’s requirements affect the documents, the timeline and personal guarantees, so they should be built into the deal early.
Can the seller keep working in the business after the sale?
Often, for a transition period set in the purchase agreement, sometimes with a separate employment or consulting agreement. The length, pay and duties should be written down, along with any non-compete.
How long does an acquisition take?
It depends on the deal. Financing and consents 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 an acquisition moves from letter of intent to closing
Letter of intent
Price, structure, exclusivity and conditions such as financing agreed in writing.
Due diligence
Reviewing the business’s records, contracts, lease, licenses and liabilities.
Financing
Lender approval and closing requirements, including any SBA terms.
Purchase agreement
Representations, indemnification, escrow or holdback, and conditions to close.
Closing
Consents, funding and signing.
First months
Transition with the seller, staff and customers; any seller-note payments.