The Miami Business Due Diligence Checklist

Buying a business in Miami is different from buying in Chicago, Dallas, or even Orlando. Florida's corporate law, tax structure, and regulatory environment create specific risks that out-of-state buyers routinely miss. This checklist is built from 2024-2026 transaction data and the most common deal-killers we've seen.

Phase 1: Pre-LOI (Letter of Intent)

Before you even submit an LOI, verify these items. They'll inform your offer price and deal structure.

1. Florida Secretary of State Entity Search

Check search.sunbiz.org for the target entity. Verify:

• Entity is active and in good standing (not dissolved or revoked)
• Registered agent is current and responsive
• Annual reports filed through 2025
• No involuntary dissolution proceedings pending
• Business name matches exactly what's used in contracts and leases

2. Florida Department of Revenue Tax Clearance

Request a tax clearance letter from the Florida DOR. Florida does not have a state income tax, but it does have sales tax, reemployment tax (unemployment), and corporate income tax for C-corps. Unpaid Florida tax liabilities follow the business, not the owner — meaning you could inherit the debt.

3. Miami-Dade County Lien Search

Order a municipal lien search from the County Clerk. This reveals:

• Unpaid property taxes and special assessments
• Code enforcement violations (critical for restaurants, retail, any business with signage)
• Utility liens (water, sewer, solid waste)
• Open permits that were never closed (common in construction-related businesses)

Budget $150-300 for a full municipal lien search. It's non-negotiable.

4. UCC Lien Search (Florida Secured Transactions)

Search UCC filings in Florida under the seller's legal name and the business name. Equipment financing, merchant cash advances, and SBA loans all file UCC-1 statements. A lien on the business assets means the lender must be paid off at closing or the lien must be subordinated to your financing.

Phase 2: Post-LOI, Pre-Closing

5. Florida License Transferability

This is the #1 deal-killer in Miami. Many buyers assume licenses "transfer with the business." They don't. Key Florida licenses that typically require new applications (not transfers):

• DBPR (Department of Business and Professional Regulation) — alcoholic beverage licenses, construction licenses, real estate brokerages, most professional services
• DOH (Department of Health) — healthcare facility licenses, some medical practice structures
• DHR (Department of Highway Safety and Motor Vehicles) — auto dealers, repair shops
• County Occupational Licenses — Miami-Dade requires a Business Tax Receipt for almost all businesses; new owner must apply

Critical question: Can the business operate during the 30-90 day license application period? For a restaurant without a liquor license, that's a 40-60% revenue hit. For a medical practice, it's zero revenue. Build the license timeline into your closing schedule and working capital needs.

6. Lease Assignment vs. New Lease

Read the lease assignment clause carefully. In Miami's 2026 market, landlords are increasingly refusing assignments and demanding new leases at current market rates. A restaurant buyer who assumed a $28/sq ft lease may face a landlord demanding $42/sq ft for a "new lease."

Red flags in the lease:

• Percentage rent clauses (common in mall/retail — you pay base rent + % of revenue over a threshold)
• Personal guarantees from the seller (landlord may try to hold seller liable after assignment)
• "Demolition clauses" allowing landlord to terminate with 90 days notice for redevelopment
• CAM (Common Area Maintenance) reconciliation — verify actual CAM charges vs. estimates

7. 14-Day Inspection Window

Florida's standard asset purchase agreement includes a 14-day inspection period. Use every day. Recommended inspections:

• Financial audit by a CPA with Florida business acquisition experience (not just tax prep)
• Equipment inspection — for restaurants, manufacturing, any business with significant equipment
• Inventory count and valuation — at cost, not retail price, and verify age (expired inventory = worthless)
• Environmental — for gas stations, auto repair, dry cleaners, any business with chemical storage
• Employee verification — confirm I-9 compliance, verify no undocumented workers in a post-2025 enforcement environment

Phase 3: Closing Day

8. Bulk Sales Notice (Florida Section 679.6101)

If you're buying the assets (not stock), Florida requires a bulk sales notice to creditors. This protects you from hidden creditor claims. The notice must be published and creditors have 45 days to file claims. Your escrow agent or attorney should handle this.

9. Escrow Structure

Use a Florida-licensed escrow agent. Typical structure: 10% deposit at LOI, 80% at closing, 10% held for 90 days for indemnification claims. For businesses with significant license risk, hold 15% until the new license is approved.

The Bottom Line

Due diligence in Miami isn't just about checking boxes — it's about understanding Florida-specific risks that don't exist in other states. The license transferability issue alone has killed more deals than price disagreements. The 14-day inspection window is your safety net; use it completely. And never, ever skip the municipal lien search — Miami-Dade's code enforcement is active and aggressive, and an open violation can halt operations until resolved.