A Business Acquisition Attorney Who Looks at What You're Actually Buying — Not Just What's on Paper
You found a business you want to buy. Before you sign anything, you need to know what comes with it — the contracts, the liabilities, the lease, the employees, the licenses. A business acquisition attorney for Florida buyers is how you find out before the money changes hands, not after.
The Deal Starts Long Before You Sign a Purchase Agreement
Most buyers come to me after they've already agreed to a price. That's not the worst time to get an attorney involved — but it's not the best either. The structure of the deal, the way the purchase is classified, and the representations the seller makes in the agreement all need to be shaped by legal counsel from the beginning. Getting an attorney involved early is how you keep the deal from unraveling at the closing table — or worse, discovering a serious problem six months after you've taken ownership.
Asset Purchase or Stock Purchase — This Is the Most Important Decision in the Deal
Most buyers don't know this distinction exists when they first call me. It matters more than almost anything else in the transaction.
Buying the Assets
In an asset purchase, you buy specific assets of the business — equipment, inventory, customer lists, intellectual property, the trade name — and leave the legal entity behind. The seller's corporation or LLC stays with the seller. This is typically the better structure for buyers because you generally do not inherit the seller's undisclosed liabilities, pending lawsuits, or tax obligations. Most small business acquisitions are structured this way for exactly that reason.
Buying the Company
In a stock purchase or membership interest purchase, you buy the ownership stake in the legal entity itself. The company — and everything attached to it — becomes yours. That includes contracts, licenses, and relationships that transfer cleanly, but it also includes any liabilities the company is carrying, whether the seller disclosed them or not. There are situations where this structure makes sense, particularly when key contracts or licenses are tied to the entity and cannot be assigned. But it requires more thorough due diligence and stronger representations and warranties in the purchase agreement.
Why the Structure Affects Your Risk
The difference between these two approaches is not just legal formality. It determines what you're responsible for the day after closing. An asset purchase with a well-drafted agreement limits your exposure to what you agreed to buy. A stock purchase without thorough due diligence can transfer problems you never knew existed. I help buyers understand which structure fits the deal and draft the agreement to reflect it accurately.
What Goes Into the Purchase Agreement
Regardless of structure, the purchase agreement is the document that defines the deal. It covers the purchase price and payment terms, what's included and excluded from the sale, the seller's representations and warranties, non-compete and non-solicitation provisions, transition and training obligations, and the conditions that must be satisfied before closing. Every provision in that agreement either protects you or leaves you exposed. There is no neutral language in a business purchase contract.
Due Diligence Is How You Find Out What the Seller Didn't Volunteer
Attorney-supervised due diligence is the legal mechanism that stands between you and a bad deal. It is not a formality. It is the process by which I examine the business before you commit to buying it — and identify anything that changes what you're willing to pay, how the deal should be structured, or whether you should proceed at all.
Due diligence on a small business acquisition typically covers:
- Contracts: Existing customer agreements, vendor contracts, and service agreements — whether they're assignable, whether they're current, and whether any are about to expire or contain unfavorable terms.
- Liabilities: Outstanding debts, tax obligations, pending or threatened claims, and any obligations the seller has not disclosed on the surface.
- Licenses and permits: Whether the licenses the business operates under can transfer to a new owner, and whether any are tied to the seller personally.
- Employees: Employment agreements, non-competes, benefits obligations, and any existing disputes or complaints.
- Intellectual property: Whether the business actually owns the trademarks, trade names, or proprietary processes it claims to own.
- Leases: Whether the commercial lease transfers to the buyer, what the landlord's consent requirements are, and whether the lease terms are sustainable for the business going forward.
I've seen what sellers don't volunteer. That's exactly what due diligence is for.
Flat-Fee Pricing for Business Acquisitions
I publish my fees openly because business owners deserve to know what legal counsel costs before they commit. My pricing for business acquisition work is based on the complexity and transaction size — not on hourly billing that grows every time you have a question.
You can review my fee structure on the Fees & Pricing page. If the price fits your deal, we can move forward. If it doesn't, I'd rather you know that upfront than find out after the first invoice.
Working With Buyers Across the Tampa Bay Region
My office is in Brandon, and I work with small business buyers throughout the eastern Hillsborough County corridor — Riverview, Valrico, Apollo Beach, Temple Terrace, and Sun City Center. I also serve buyers across the broader Tampa Bay metro and handle acquisitions statewide through remote practice. If you're buying a business anywhere in Florida, geography is not a barrier.
Common Questions About Buying a Business in Florida
What's the difference between buying assets and buying the company?
In an asset purchase, you acquire specific things the business owns — equipment, inventory, trade name, customer relationships — without taking on the legal entity itself. In a stock or membership interest purchase, you buy the ownership of the company, which means you inherit everything it carries, including liabilities that may not be immediately visible. Most small business acquisitions use an asset purchase structure because it limits the buyer's exposure to undisclosed obligations. The right choice depends on what the business owns, how its contracts and licenses are structured, and what the seller is willing to agree to.What is due diligence and why does it matter?
Due diligence is the investigation phase of a business acquisition — the period before closing where your attorney reviews the business's contracts, financial obligations, licenses, leases, employee arrangements, and any pending legal issues. It exists because sellers are not required to disclose every problem proactively. A thorough due diligence review identifies issues that affect the purchase price, require changes to the deal structure, or warrant walking away entirely. Skipping it — or rushing through it — is one of the most common and costly mistakes buyers make.How long does it take to buy a business in Florida?
Most small business acquisitions take between 60 and 120 days from signed letter of intent to closing, depending on the complexity of the deal, the responsiveness of both parties, and how quickly due diligence issues are resolved. Deals involving commercial real estate, complex licensing, or multiple stakeholders on either side tend to run longer. The timeline is also affected by whether the buyer is financing the acquisition and what the lender requires.Can I buy a business without an attorney in Florida?
You can, in the same way you can represent yourself in court. Florida does not require an attorney to be present at a business closing. But a business purchase agreement is a legally binding contract that defines your rights, your obligations, and your exposure for years after the transaction closes. The seller's attorney — if they have one — is not looking out for your interests. Neither is a business broker. The legal fee for a properly handled acquisition is a fraction of the purchase price, and it regularly prevents disputes, failed transitions, and post-closing litigation that cost multiples more.Do I need a business acquisition attorney if I'm using a broker?
Yes. A business broker facilitates the transaction and earns a commission when the deal closes. Their incentive is to get the deal done — not to protect your legal position. Brokers are not attorneys and cannot advise you on deal structure, draft or negotiate the purchase agreement, conduct legal due diligence, or represent your interests if a dispute arises. I work alongside brokers regularly and have no issue with the relationship. I just make sure my client's legal interests are handled by someone whose only job is to look out for them.
Ready to Move Forward on a Business Purchase?
If you've found a business you want to buy — or you're still evaluating whether the deal makes sense — the right time to bring in a business acquisition attorney is now, not at the closing table. I work with buyers at every stage of the process, from initial deal review through signed purchase agreement. Call my office at (813) 773-3529, email info@dowdlaw.com, or schedule a consultation directly through the link below.