Due diligence when selling a business in South Florida starts the moment a qualified buyer signs the NDA — and the owners who close on schedule are the ones whose paperwork was assembled months earlier. Buyers, their accountants and their SBA lenders all work from a similar request list. Having it ready shortens the timeline, protects the price you negotiated, and keeps a deal from stalling in the gap between “we have an offer” and “we have a closing.”

Due Diligence When Selling a Business: The First Financial Request

Nearly every serious buyer opens with the same core package: three years of federal tax returns, three years of profit and loss statements, a year-to-date P&L, a current balance sheet, and bank statements that tie deposits back to reported revenue. If your business valuation rests on recast earnings, expect every add-back to be traced to a statement, an invoice or a canceled check. An add-back you cannot document is an add-back that disappears from the price.

Contracts, Leases and Everything That Transfers

The second wave is operational: the premises lease with all amendments, the landlord’s consent or estoppel letter, supplier and vendor agreements, recurring customer contracts, an equipment schedule with serial numbers and condition notes, and payoff figures on anything financed. Buyers want to know exactly what conveys, what is leased, and what walks out the door with you. Ambiguity here is where late price reductions get negotiated.

People, Licenses and Permits

Expect a request for an employee roster showing role, pay rate, hire date and classification, along with PTO accruals, workers’ compensation history and any employment or contractor agreements. Then licensing: your state professional or DBPR license, county and municipal business tax receipts, and any health, fire or specialty permits. Confirm each one is current and transferable before a buyer discovers otherwise.

The Tax Item Sellers Forget

Florida allows a buyer to be held responsible for a seller’s unpaid sales tax when a business or its assets change hands. A Certificate of Compliance from the Florida Department of Revenue clears it — the seller applies on Form DR-842, the buyer on Form DR-843. Start it early, because it is not a closing-week item. We break the process down in Florida transferee liability.

Running Diligence Without Losing Confidentiality

Everything above belongs in a controlled data room, released in stages. Financials and lease terms go first. Customer names, employee identities and vendor pricing go last, after the buyer is proven and the deposit is escrowed. Your staff and your competitors should hear about the sale from you, after closing — not from a document that circulated too early. That sequencing is central to how we handle selling a business, and it matters just as much to anyone buying a business who wants a clean file and a fast close.

Thinking about selling in the next twelve months? Start assembling this file now, while there is still time to fix whatever it reveals. For a free, confidential business valuation and a diligence checklist built for your industry, call John Diaz at 844-456-4647. Hablamos español.