What You Need to Know When Selling a Business in Florida

 Posted on December 26, 2025 in Business Law

If you are considering selling your business in Florida, there are several important factors to be aware of. You may run into difficulties trying to determine the right price for the sale or vetting potential buyers to make sure your interests are protected. Other unexpected issues can delay the sale and drain your assets, adding unnecessary stress. Seeking legal representation can make the whole process easier and less intimidating.

At The Elliot Legal Group, P.A., our Broward County, FL business law attorney is qualified to guide you through the sale of your business. Attorney Gavin T. Elliot has represented businesses small and large, from single-member LLCs to Fortune 500 companies.

Five Things to Consider Before Selling Your Business in 2026

The Exit Planning Institute estimates that 80 to 90 percent of a business owner’s net worth is tied to his or her company. As such, a hasty sale should be avoided at all costs. Our firm can take steps to minimize risk and protect your interests when negotiating with a buyer.

Get an Accurate Valuation

One of the first steps in selling your business is determining its value. Proper valuation is essential for setting an appropriate asking price and ensuring that you receive fair compensation for your hard work.

A professional valuation expert or business appraiser can help you assess the value of your company by considering various factors such as profitability, cash flow, assets, market conditions, industry trends, and potential growth opportunities. You will need to make sure you do not undervalue or overvalue your business, as both scenarios can have significant consequences.

 In Florida, business valuators use different methods to determine a fair price. One method is the asset-based approach, adding up all assets and subtracting any debts. Another method is the income-based approach, which looks at future cash flow. A third method is market-based. It compares the business to similar companies that sold recently. This method may use price-to-earnings or revenue multiples.  

Each method has its strengths. Using more than one method can give a complete picture of value. Appraisers choose methods based on financial context and available data.

How to Prepare Your Business for a Sale

Getting a business ready for sale means having all your paperwork in order. Buyers will want to see clear money records and proof of how the company runs.

Start by gathering key documents. These might include financial statements showing profits and losses, and recent tax returns. Be honest about any lawsuits or legal issues that are still open. If issues are discovered later down the road, it could lead to a costly argument between you and the buyer.

A lawyer who knows business deals can explain which papers you need and how to organize them. Our firm can help when you negotiate terms with buyers, making sure your interests stay protected. We can also draft the sales contract ourselves, so your priorities are secured from the start.

Protect Trade Secrets and Important Info

Keeping your sale quiet is key when selling a business. Early leaks can disrupt daily work, tip off competitors, or worry your team and clients. Thankfully, there are ways to avoid causing a stir when selling your business. Drafting a sound contract with the buyer can protect you in the long run by maintaining confidentiality. Non-disclosure agreements (NDAs) are often used to keep confidential information from going public.  

The Florida Uniform Trade Secrets Act allows for wronged parties to pursue different remedies when trade secrets are misappropriated. For instance, if a buyer gives out trade secrets without your express consent, you could seek payment for the business you lost from your customers.

If a buyer leaks your trade secrets, we can seek compensation for monetary losses or request an injunction from a judge. Injunctive relief can include further actions ordered by the court to protect your trade secrets. If your case goes to trial the court can also award attorney’s fees and exemplary damages in cases of "willful and malicious misappropriation."Conduct Due Diligence

Before you finish selling your business in Florida, buyers will conduct due diligence. This means they will check your financial records and the way the business runs to see how healthy it is and what its profit potential looks like. They will make sure all assets are listed correctly and look for any legal issues that could cause trouble after the sale. Being fully transparent helps this process go smoothly.

You should also carry out due diligence on potential buyers. Check their background and make sure they can meet the terms you set in the purchase agreement. This step helps prevent surprises and keeps the sale on track.

A skilled attorney or firm will review your purchase contract to make sure the terms match your goals. They will flag risks like unclear payment schedules or hidden debts. If any language seems vague, the attorney can suggest changes to protect your interests.

Tax Implications of Selling a Business

Before you move forward with a sale, make sure you know how tax laws apply. The taxes owed depend on the business type – LLC, S corporation, partnership – and how long it was owned. If the business was held for over a year, profits count as long-term capital gains and usually face lower rates. Short-term gains carry higher rates.  

Selling assets versus shares can also change which taxes apply. Other details, like recapturing depreciation or state tax rules, can affect the final bill. It’s smart to get advice from a tax advisor who will ensure all forms are filed correctly and every deduction or credit is claimed. Planning ahead prevents surprises later.

Contact Our Broward County Business Transactions Attorney

Selling a business requires careful consideration and guidance from legal and financial professionals. At The Elliot Legal Group, P.A., our Pompano Beach, FL business sales lawyer has extensive experience assisting clients with business transactions in Florida.  

We can guide you through the process, ensuring that your rights and interests are protected every step of the way. If you are considering selling your business in Florida, call 754-332-2101 to set up a consultation.