What Happens After You Accept an Offer on Your Business?

Short answer: After you accept an offer, the terms go in writing as a purchase agreement with contingencies (some deals start with a letter of intent), and the buyer runs due diligence while any lender underwrites the loan. Before closing, the landlord usually has to approve the lease assignment, licenses must move over or be reissued, and the buyer’s attorney will usually ask for a Florida Department of Revenue certificate of compliance. At closing, funds are wired and ownership transfers, and a negotiated transition period follows.

You’ve listed your business, found a serious buyer, and they’ve submitted an offer you’re prepared to accept. It feels like the finish line, but in reality, you’re about halfway there. Understanding what happens after you accept an offer is critical to making sure the deal actually closes.

Step 1: Put the accepted offer in writing

An accepted offer is put in writing, either as a Letter of Intent (LOI), a non-binding document outlining the key terms (purchase price, deal structure, payment terms, earnest money deposit, exclusivity period, and contingencies), or, as I usually prefer, directly as a purchase agreement with contingencies. Getting the terms right at this stage is important, because renegotiating after due diligence has started is difficult and sometimes deal-killing.

Step 2: Due diligence

Once the offer is signed, the buyer enters due diligence: their opportunity to verify that everything you’ve represented about the business is accurate. Buyers will typically review three years of financials and tax returns, customer contracts and concentration, vendor agreements, lease agreements, employee records, licenses and permits, and any pending legal matters.

Transparency is your best strategy. Any surprises a buyer discovers on their own are far more damaging to the deal than issues you disclose proactively.

Getting through due diligence faster

Beyond the core documents, buyers commonly ask for business bank statements, accounts receivable and payable aging reports, and revenue by customer. Some hire an accountant for a quality of earnings review, and the buyer’s attorney will search for liens and judgments. Loading everything into a secure data room before you list turns a weeks-long scramble into a few days of answering questions.

Where deals most often break

• Earnings that cannot be matched to tax returns and bank deposits
• A landlord who will not consent to assignment, or wants terms the buyer cannot accept
• Liabilities, claims, or tax problems the buyer finds on their own
• A key employee who leaves, or says they will leave, during the process
• A license or permit that cannot be transferred or reissued in time

Most of these can be solved or negotiated when you raise them first. The same issue discovered by the buyer usually costs you price, terms, or the deal.

Step 3: SBA financing (if applicable)

If the buyer is using an SBA loan (common for small business acquisitions in Florida), the lender will conduct their own underwriting process in parallel with due diligence, often adding time to the process.

As the seller, expect the lender to want your tax returns and current financials, to visit the business, and on many loans to order an independent business valuation. If you agree to carry a seller note, the lender will set rules on how and when it can be paid. My guide to how SBA loans affect a business sale explains what that means for your proceeds.

Source: U.S. Small Business Administration, including its 7(a) loan program page and its SOP 50 10 lending rules. SBA rules change, so verify current requirements with the SBA or an SBA lender before relying on them.

Step 4: Purchase agreement negotiation

If you started with an LOI, attorneys draft and negotiate the formal Purchase Agreement while due diligence is under way. It is the legally binding document covering final purchase price and payment terms, what assets are being transferred, representations and warranties, indemnification provisions, non-compete agreements, and transition obligations.

Terms that follow you after closing

Some purchase agreement terms keep working after you have been paid, so read them closely with your own attorney:

• Representations and warranties. Your formal statements about the business. If one proves false, it can create liability after the sale, so check how long each one survives.
• Indemnification. Who pays if a problem surfaces later, and whether there is a cap or a minimum before a claim can be made.
• Escrow or holdback. Part of the price held back for a period to cover claims. Here is how an escrow holdback works.
• Purchase price allocation. How the price is divided among equipment, inventory, goodwill, and the non-compete. In an asset sale, both buyer and seller generally report the allocation to the IRS on Form 8594, and it changes the tax result for each side, so have your CPA review it before you sign.

Side tracks that must finish before closing

• The lease. The landlord usually has to approve an assignment or sign a new lease with the buyer. In St. Augustine and other smaller markets, I start that conversation as soon as the buyer is committed, because some landlords take weeks to respond.
• Licenses and permits. Some move with the business, some must be reissued to the buyer, and some regulated licenses need agency approval first. Find out early which apply to yours.
• State taxes. Under section 213.758 of the Florida Statutes, a buyer of more than 50 percent of a business can be liable for the seller’s unpaid state taxes unless the seller provides a certificate of compliance from the Florida Department of Revenue or a DOR audit clears the seller, so expect the buyer’s attorney to ask for one. The same statute requires you to file a final return and pay what is due within the deadline it sets after the transfer.

Confirm the tax and licensing details with your Florida attorney and CPA.

Step 5: Closing day

At closing, documents are signed, funds are wired, and ownership transfers. Depending on the deal structure, you may receive the entire purchase price at closing, or a portion may be structured as seller financing.

Closing usually happens at a title company or attorney’s office, or by remote signing, and once everyone is ready the signing itself takes a few hours at most. Your proceeds arrive net of loan payoffs, the broker’s success fee, any escrow holdback, and closing costs, so ask for a draft settlement statement a few days ahead and check every line.

Step 6: Transition period

Most buyers require a transition period during which you remain available to train the new owner, introduce key customers and vendors, and help ensure a smooth handoff. The length and compensation for this period should be negotiated before closing.

Frequently asked questions

Can a buyer back out after I accept an offer?

Usually yes, within the limits of the agreement. A letter of intent is generally non-binding on price and terms, and a purchase agreement typically lets the buyer walk if a contingency such as financing, lease assignment, or due diligence is not satisfied by its deadline. Tight deadlines and clean records limit that risk.

Can I keep marketing my business after accepting an offer?

Usually not. Most accepted offers include an exclusivity period in which you agree not to market the business or negotiate with other buyers. Ask for exclusivity to end if the buyer misses a deadline, so you can return to other interested buyers quickly.

Do I need a letter of intent before a purchase agreement?

No. Many deals start with a letter of intent, but some sellers and brokers go straight to a purchase agreement with contingencies. That is how I usually work, because it puts binding deadlines on both sides from the start and removes a round of drafting.

Do I need my own attorney after accepting an offer?

Yes. The buyer’s attorney represents the buyer, and the representations, warranties, and indemnification you sign can create liability after closing. A Florida attorney who handles business sales should review the purchase agreement and closing documents for you.

Having an experienced broker and M&A attorney throughout this process protects you from common pitfalls. Let’s connect and start mapping out your exit strategy.

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