How to Sell a Business in Florida (2026 Step-by-Step Guide)

Short answer

Price it the way a buyer's lender will, then clean up the books before you go to market.
You can sell it yourself, but anyone you pay to sell it must hold a Florida real estate broker license.
Florida has no personal state income tax, but federal tax, Florida successor tax liability and sales tax on asset transfers all need planning.
Plan on six to twelve months from listing to closing.

1. Know your number before anyone else does

Start with what a buyer and their lender will actually pay, not what a listing site or a friend's sale suggests. That means recasting your earnings, subtracting a market salary for whoever replaces you, and testing the price against SBA lending rules, because many Florida buyers under $5M finance with an SBA 7(a) loan. My guide to what your business is worth walks through the math, and the free business valuation calculator runs it in a minute.

2. Get the books ready for a Quality of Earnings review

Buyers will test every add-back. For purchases of $3M or more financed with an SBA loan, the lender now orders a Quality of Earnings report that reconciles your bank deposits to your tax returns. Move to accrual accounting, stop running personal expenses through the company, and document every adjustment you plan to claim. Clean books shorten the sale and protect the price.

3. Decide who sells it

You can sell your own business in Florida without a broker. But anyone you pay to sell it for you must hold a Florida real estate broker license or work under a licensed broker, because Florida law treats business enterprises and business opportunities as real estate for licensing purposes. Before you sign with anyone, ask for their license number and check it on the DBPR website.

If you sell it yourself, plan to handle buyer screening, NDAs, data room, negotiation and closing coordination with your attorney and CPA. That's real work, and it's where most owner-led sales lose money: in the terms, not the headline price.

4. Know your likely buyer

Individual buyers using SBA loans are the most common buyers for Florida businesses under about $5M. Their lender caps the price through an independent valuation and a 1.25x debt coverage test on historical earnings.
Competitors and adjacent businesses may pay more for strategic reasons and can close with fewer financing hurdles.
Private equity typically wants $1M to $3M+ of EBITDA and will run a full diligence process.

5. Negotiate the letter of intent, not just the price

The LOI sets the deal. Before you sign one, settle:

Structure: asset sale or stock sale, which changes your taxes and what liabilities you keep.
Working capital: how much cash, receivables and inventory stay in the business, and how unearned customer deposits are credited.
Seller financing: if a buyer's SBA lender asks you to carry a note on full standby, you won't receive payments for the life of the SBA loan, typically 10 years.
Your transition: SBA rules now allow a seller to stay on as a paid consultant for up to 24 months.
Non-compete: Florida Statute 542.335 presumes a sale-of-business non-compete reasonable at three years or less.

6. Florida-specific items that come up in diligence

Your unpaid state taxes follow the business. Under Florida Statute 213.758, a buyer of more than 50% of your business or assets can be liable for your unpaid Department of Revenue taxes, so expect a holdback from your proceeds unless you deliver a clean tax compliance certificate from DOR.
Sales tax on equipment and fixtures. Florida exempts the sale of business assets in connection with the sale of the business as an isolated sale if the transfer is completed within 30 days of the sale agreement. Inventory and titled motor vehicles are excluded, and sales made through a registered broker or auctioneer can be taxable. Have your CPA review the asset allocation.
Documentary stamp tax of $0.35 per $100 applies to promissory notes, including a seller note. Unsecured notes are capped at $2,450.
Licenses held by individuals, like a contractor's qualifying agent, don't transfer with the business. See selling a construction or home services company.
Leases and contracts often need landlord or counterparty consent to assign.

7. Taxes: Florida helps, the IRS doesn't go away

Florida has no personal state income tax, so Florida residents selling a pass-through business (an LLC or S corporation) generally owe no state income tax on the gain. Federal tax still applies:

Capital gains on goodwill and long-held assets, at federal long-term rates, plus the 3.8% net investment income tax where it applies.
Depreciation recapture on equipment and vehicles, taxed as ordinary income.
Allocation matters. In an asset sale, buyer and seller allocate the price across asset classes on IRS Form 8594. That allocation drives your tax bill, so negotiate it in the LOI.
C corporations pay Florida's 5.5% corporate income tax (after a $50,000 exemption) on top of federal corporate tax in an asset sale, then shareholders are taxed again on distributions. That's why C corp owners often push for a stock sale.
Seller notes can let you spread the gain over the years you're paid under installment sale rules.

Get your CPA involved before the LOI, not after.

8. How long it takes

BizBuySell puts the median time on market at roughly 200 days, and six to twelve months is a realistic range from listing to closing. Under the SBA rules in effect since October 1, 2026, budget extra weeks for the independent valuation and, for deals of $3M or more, the Quality of Earnings report. Preparation before listing is what shortens the clock.

FAQ

Do you need a broker to sell a business in Florida?

No. You can sell your own business. But anyone you pay to sell it for you must be a licensed Florida real estate broker or work under one, because Florida treats business sales as real estate for licensing purposes.

Do you pay state income tax when you sell a business in Florida?

Florida has no personal state income tax, so individual owners of pass-through businesses generally owe none on the gain. C corporations pay Florida's 5.5% corporate income tax, and federal taxes apply in every case.

How long does it take to sell a business in Florida?

Six to twelve months from listing to closing is typical. BizBuySell puts the median time on market at about 200 days, and SBA-financed deals now add time for an independent valuation and, at $3M+, a Quality of Earnings report.

Is there sales tax when you sell a business in Florida?

Possibly on tangible assets. Equipment and fixtures can qualify for an isolated-sale exemption if transferred within 30 days of the sale agreement, but inventory and titled vehicles are excluded. Ask your CPA to review the allocation.

Can a buyer be responsible for the seller's Florida taxes?

Yes. Under Florida Statute 213.758, a buyer of more than 50% of a business, its assets or its stock can be liable for the seller's unpaid DOR taxes, so buyers usually require a holdback or a tax compliance certificate.

Sources

Austen Ebenger

Independent M&A advisor in Orlando. Wharton, NYU MBA, private equity, and owner of a Florida company he bought with an SBA 7(a) loan in 2025. More about Austen.

This guide is general information, not legal, tax or lending advice. SBA rules and Florida law change; confirm current terms with your lender, attorney and CPA.