In Step 1 of Buying a Business in Florida, we covered the basic steps you need to take during the search and evaluation stage. This includes clarifying your goals, setting criteria for the acquisition and screening businesses to identify the right opportunity.
Once you’ve found a business that ticks all your boxes, it’s time to move into offer and negotiation. This stage is where potential deals begin to take shape, and it requires careful attention to both legal and financial details.
Here’s what buyers in Florida should do and expect during this phase:
Sign a Non-Disclosure Agreement (NDA)
Before you can access sensitive financial and operational details about a business, you’ll typically be required to sign an NDA. This agreement protects the seller by ensuring you won’t disclose or misuse confidential information such as customer lists, financial records or proprietary processes.
Request a Data Package
With an NDA in place, you can request a comprehensive data package. At a minimum, you should review:
- The past 3 years of financial statements and tax returns
- Employee information (roles, salaries, benefits, contracts)
- Lease agreements for real estate or facilities
- Supplier and customer contracts
- Licenses, permits, and compliance records
This information helps you assess whether the business is stable, profitable and positioned for growth.
Submit a Letter of Intent (LOI)
If the stars are still in alignment, the next step is submitting a Letter of Intent (LOI). While typically non-binding, the LOI serves as a roadmap for the deal and signals your serious interest. It should outline:
- Purchase price and payment structure
- Deal terms, such as seller financing or earnouts
- Transaction structure (asset purchase vs. stock purchase)
- Timeline for due diligence and closing
Having your attorney review or draft the LOI ensures that key points are clearly defined before negotiations begin.
When considering your transition structure, keep in mind that an asset purchase is often preferred over a stock purchase in small business acquisitions. This is typically because acquiring assets (rather than the company itself) generally shields business owners from hidden liabilities such as unpaid taxes, lawsuits or undisclosed debts. Always consult with your attorney and CPA to determine which structure best protects your interests.
Negotiate Key Terms
Once the LOI is on the table, negotiations begin in earnest. Critical areas to address include the purchase price and financing details, transition period (how long the seller will assist post-sale), the seller’s role after closing (consultant, employee or none), liabilities assumed by the buyer, and any contingencies, such as financing, due diligence or regulatory approvals.
These negotiations shape not only the deal’s economics but also how smoothly you transition into ownership.
Negotiate with Confidence. Contact Us at Sirulnik Law
The offer and negotiation phase of a business purchase is where your deal begins to take form — and where costly mistakes can be avoided with the right guidance. At the Law Offices of Alex D. Sirulnik, P.A., our attorneys help buyers structure offers, negotiate terms and protect their interests at every stage of the business acquisition process.
Contact us today to schedule a consultation and ensure your next deal in Florida is built on strong legal footing.In Step 1 of Buying a Business in Florida, we covered the basic steps you need to take during the search and evaluation stage. This includes clarifying your goals, setting criteria for the acquisition and screening businesses to identify the right opportunity.
Once you’ve found a business that ticks all your boxes, it’s time to move into offer and negotiation. This stage is where potential deals begin to take shape, and it requires careful attention to both legal and financial details.
Here’s what buyers in Florida should do and expect during this phase:
Sign a Non-Disclosure Agreement (NDA)
Before you can access sensitive financial and operational details about a business, you’ll typically be required to sign an NDA. This agreement protects the seller by ensuring you won’t disclose or misuse confidential information such as customer lists, financial records or proprietary processes.
Request a Data Package
With an NDA in place, you can request a comprehensive data package. At a minimum, you should review:
- The past 3 years of financial statements and tax returns
- Employee information (roles, salaries, benefits, contracts)
- Lease agreements for real estate or facilities
- Supplier and customer contracts
- Licenses, permits, and compliance records
This information helps you assess whether the business is stable, profitable and positioned for growth.
Submit a Letter of Intent (LOI)
If the stars are still in alignment, the next step is submitting a Letter of Intent (LOI). While typically non-binding, the LOI serves as a roadmap for the deal and signals your serious interest. It should outline:
- Purchase price and payment structure
- Deal terms, such as seller financing or earnouts
- Transaction structure (asset purchase vs. stock purchase)
- Timeline for due diligence and closing
Having your attorney review or draft the LOI ensures that key points are clearly defined before negotiations begin.
When considering your transition structure, keep in mind that an asset purchase is often preferred over a stock purchase in small business acquisitions. This is typically because acquiring assets (rather than the company itself) generally shields business owners from hidden liabilities such as unpaid taxes, lawsuits or undisclosed debts. Always consult with your attorney and CPA to determine which structure best protects your interests.
Negotiate Key Terms
Once the LOI is on the table, negotiations begin in earnest. Critical areas to address include the purchase price and financing details, transition period (how long the seller will assist post-sale), the seller’s role after closing (consultant, employee or none), liabilities assumed by the buyer, and any contingencies, such as financing, due diligence or regulatory approvals.
These negotiations shape not only the deal’s economics but also how smoothly you transition into ownership.
Negotiate with Confidence. Contact Us at Sirulnik Law
The offer and negotiation phase of a business purchase is where your deal begins to take form — and where costly mistakes can be avoided with the right guidance. At the Law Offices of Alex D. Sirulnik, P.A., our attorneys help buyers structure offers, negotiate terms and protect their interests at every stage of the business acquisition process.
Contact us today to schedule a consultation and ensure your next deal in Florida is built on strong legal footing.
