How to Buy a Business in Florida: A Business Law Guide from Morales & Levine, P.A.

By Trusted Miami Divorce Lawyers at Morales & Levine, P.A.

At Morales & Levine, P.A., our Florida business law attorneys routinely help clients navigate the unique process of buying or selling a business in Florida. While the use of templates and standardized forms may suggest that the process is simple, there are critical legal steps and hidden pitfalls that can impact your investment.

If you’re buying a business in Florida, understanding how transactions are handled under Florida business law is key to a smooth closing. Here's what you need to know before making an offer.

Florida Business Purchases Often Resemble Real Estate Deals

In Florida, small business purchases—especially under $1 million—often resemble residential real estate transactions. Instead of starting with a Letter of Intent (LOI) like in many other states, Florida buyers frequently submit a form Asset Purchase Agreement (APA) provided by the Business Brokers of Florida (BBF).

This APA is not just a template—it functions as a formal offer. The parties then have a limited “attorney review period”, often just five days, to review the agreement and negotiate terms using contract addendums.

Business Law Tip from Morales & Levine, P.A.:

Make sure your Florida business attorney is ready to review the contract within the designated period—or negotiate a longer review window before submitting the offer. Call (305) 564-2990 if you’re preparing to make an offer and need guidance.

Should You Use a Transaction Attorney?

In deals under $250,000, it’s common in Florida for both parties to share the cost of a neutral transaction attorney. This attorney’s role is administrative—not advisory. Their job is to:

• Finalize documents,

• Facilitate closing,

• Ensure signatures are properly obtained.

But this transaction attorney cannot provide legal advice to either the buyer or seller due to conflict-of-interest rules. If you want to negotiate key terms or conduct due diligence, you’ll need your own dedicated business law attorney in Florida.

Morales & Levine, P.A. – Business Law Insight:

When both parties have their own attorneys, a transaction attorney is often unnecessary and duplicative. For strategic representation, we recommend hiring your own Florida business attorney to ensure your interests are fully protected.

The Importance of Due Diligence in Buying a Business

Even if your deal uses a “standard” asset purchase agreement, due diligence is critical. Templates don’t account for deal-specific risks, and failing to conduct proper due diligence can result in costly legal issues post-closing.

Make sure to:

• Verify the seller’s legal authority to sell the business.

• Confirm there are no undisclosed partners or ownership disputes.

• Ensure all business licenses and permits are transferrable.

• Request Florida tax clearance certificates.

• Review lease agreements and assignability clauses.

• Have a plan for transferring employees and managing employment law compliance.

• Properly draft any addendums to clarify special deal terms.

Don’t Cut Corners:

Poorly documented addendums and lack of clarity around terms are common causes of post-sale litigation. The team at Morales & Levine, P.A. can help you structure a clean and enforceable deal from start to finish.

Work With an Experienced Florida Business Law Firm

Buying a business in Florida is a major investment—and no two deals are the same. The Florida business attorneys at Morales & Levine, P.A. bring extensive experience in asset purchases, due diligence, and small business transactions.

Whether you're buying a restaurant, retail store, franchise, or service-based business, we will guide you through every step of the transaction.

📞 Call Morales & Levine, P.A. today at (305) 564-2990 🌐 Visit us online: www.moraleslevine.com

Schedule a consultation with our Miami-based business lawyers and move forward with confidence.