In Florida, if you are purchasing a business only and no real property is included in the transaction, there is no FAR/BAR contract specifically designed for that purpose.
The most common options are:
A custom Business Purchase Agreement prepared by an attorney is generally the preferred approach. This agreement can address:
Purchase price
Assets being transferred
Inventory
Furniture, fixtures, and equipment (FF&E)
Customer lists
Intellectual property
Goodwill
Existing contracts
Non-compete provisions
Training/transition period
Allocation of purchase price for tax purposes
Seller representations and warranties
Closing procedures
Because a business sale often involves significant legal and tax issues, Florida real estate licensees should be careful not to draft extensive legal provisions beyond filling in approved forms.
If your brokerage participates in Florida Realtors forms, there are business-related forms available through some MLS and Florida Realtors libraries, including versions of a Business Contract and related addenda. Availability varies by association and brokerage.
The correct contract depends on what is being sold:
| Type of Sale | Typical Agreement |
|---|---|
| Assets only (equipment, inventory, goodwill, trade name, etc.) | Asset Purchase Agreement |
| Corporation stock being transferred | Stock Purchase Agreement |
| LLC ownership interests being transferred | Membership Interest Purchase Agreement |
Most small businesses sold by real estate agents are structured as asset purchases because the buyer generally does not want to assume unknown liabilities of the business entity.
If you are listing or selling a business opportunity without real estate attached:
Verify your brokerage permits business brokerage activity.
Determine whether any special licensing requirements apply to the specific business type.
Consider recommending that both parties retain legal counsel.
Use an attorney-prepared purchase agreement whenever possible.
A good practice is to have the parties agree on the major business terms in a Letter of Intent (LOI) and then have a Florida business attorney prepare the definitive Asset Purchase Agreement.