Disclosure: Our content isn't financial advice. Do your due diligence and speak to your financial advisor before making any investment decision. We may earn money from products reviewed. (Learn more)
Florida sellers start with an advantage that owners in most other states would love: no personal income tax on the gain from selling your business. Over the years I have heard from plenty of owners who moved here partly for that reason. But Florida has its own traps, and the biggest one sits in a single statute that lets the state chase a buyer for the seller’s unpaid sales tax. Get that wrong and your closing gets delayed, or a chunk of your price sits in escrow for months.
This guide focuses on what is specific to selling in Florida: taxes, the sales tax transfer rules, broker licensing, and how the market differs from Miami to the Panhandle. For the general process, see my complete guide to selling a business.
Short answer: how do you sell a business in Florida?
Follow the standard process (valuation, preparation, confidential marketing, due diligence and closing), then handle three Florida-specific items. File your final sales tax return and pay what is owed within 15 days of the transfer, and get a certificate of compliance from the Florida Department of Revenue so the buyer is protected from successor liability. Make sure anyone brokering the sale holds a Florida real estate license. And remember that while Florida has no personal income tax, C corporations still owe the state’s corporate income tax.
Get a Free Florida Business Valuation →
Free valuation from Earned Exits, our top-rated broker. Best fit: $1M to $40M in revenue.
Selling a business in Florida at a glance
| Personal income tax on your gain | None at the state level |
| C corporation sellers | Florida corporate income tax still applies, generally 5.5% |
| Seller’s unpaid sales tax | Buyer can be liable unless the seller provides a Department of Revenue certificate of compliance or a clean audit |
| Seller deadline | Final return and payment of taxes due within 15 days after the transfer |
| Broker licensing | Business brokers must hold a Florida real estate license |
| Major markets | South Florida, Tampa Bay, Orlando, Jacksonville, Southwest Florida, the Panhandle |
Taxes when you sell a business in Florida
Florida does not levy a personal income tax, so if you sell an LLC, S corporation or sole proprietorship and you are a Florida resident, there is no state tax on your gain. Federal capital gains tax and, for many sellers, the net investment income tax still apply. If your business is a C corporation, Florida’s corporate income tax applies at the entity level, generally 5.5%, which is one reason C corporation owners often push for a stock sale.
Residency matters more than people think. One reader who moved from New Jersey to Boca Raton wanted to close his sale the month after he arrived. His CPA warned him that his old state could still claim tax on the gain if his change of domicile was not clearly established. If you are relocating to Florida around the time of a sale, get advice on timing before you sign, not after.
Florida’s sales tax transfer rules: section 213.758
Florida law makes unpaid sales tax follow the business. Under section 213.758 of the Florida Statutes, a business is treated as transferred when more than 50% of the business, its assets or its stock of goods changes hands. Here is how it works in practice.
| Who | What the statute requires |
|---|---|
| Seller | File a final return and pay all taxes from operating the business within 15 days after the transfer |
| Buyer | May withhold part of the purchase price to cover the seller’s unpaid tax and must remit it to the state within 30 days |
| Buyer protection | The buyer avoids liability if the seller provides a Department of Revenue certificate of compliance, or if a department audit finds nothing owed (generally completed within 90 days of receiving records) |
| Buyer exposure | If neither applies, the buyer can be jointly liable for the seller’s unpaid tax, up to the greater of the fair market value of what was transferred or the purchase price, net of liens |
A Tampa sale I followed is a good example. The seller had always filed on time, but the buyer’s attorney still held back a five-figure sum in escrow until the certificate of compliance arrived. It took weeks. If the seller had requested it when the letter of intent was signed, the money would have been released at closing.
Florida requires licensed business brokers
Florida treats the sale of business enterprises and business opportunities as real estate brokerage, so anyone you pay to broker your sale must hold a Florida real estate license, as this overview from a Florida law firm explains. Many brokers also belong to Business Brokers of Florida, which runs its own listing service. Ask for the license number of anyone you interview and check it before you sign. Working with an unlicensed intermediary invites disputes over whether a commission is even owed.
Selling a business in Florida’s major markets
| Region | What shapes local deals |
|---|---|
| South Florida (Miami-Dade, Broward, Palm Beach) | The largest and most international buyer pool in the state, including many relocating and foreign buyers; high rents and labor costs weigh on margins |
| Tampa Bay (Tampa, St. Petersburg, Clearwater) | Steady population growth and an active market for home services, healthcare and professional services businesses |
| Orlando and Central Florida | Tourism and hospitality-linked businesses alongside fast-growing suburban service companies |
| Jacksonville and Northeast Florida | A more affordable market with logistics, construction and military-related demand |
| Southwest Florida (Naples, Fort Myers, Sarasota) | Highly seasonal revenue and many retiring owners; buyers scrutinize summer months and storm recovery |
| Panhandle (Pensacola, Panama City, Destin) | Smaller buyer pool, tourism-driven seasonality, and longer marketing times |
Two things come up in Florida due diligence more than anywhere else I cover. First, seasonality: many sellers in Naples and Sarasota tell me their winter months carry the whole year, and smart buyers will average several years and look hard at July through September. Second, insurance: property and windstorm coverage has become a major cost line, and buyers will ask what you pay, whether you have had claims, and whether your coverage transfers. My guide to Florida business insurance firms is a useful benchmark before you share your numbers.
What buyers want in Florida
Home services are some of the most sought-after small businesses in the state, and heating and cooling companies top many buyers’ lists in a climate where air conditioning is not optional. If that is your trade, my HVAC business valuation guide covers the multiples and what roll-up buyers pay for. Healthcare services, marine businesses, property management and franchise resales are also active categories.
Most main street buyers will use SBA or bank financing, so expect lenders to review your tax returns closely. My roundup of Florida business lenders shows the kinds of lenders your buyer may use.
Florida-specific seller checklist
- Request a certificate of compliance from the Florida Department of Revenue as soon as you sign a letter of intent.
- Plan to file your final sales tax return and pay within 15 days of the transfer.
- Verify your broker’s Florida real estate license before signing a listing agreement.
- If you are a C corporation, model Florida corporate income tax and compare asset and stock sale structures with your CPA.
- If you recently moved to Florida, confirm your domicile is clearly established before closing.
- Document seasonality and insurance: several years of monthly revenue, your property and windstorm coverage, and any claims history.
- Transfer or reissue licenses, including county and city business tax receipts, professional licenses and any alcoholic beverage licenses.
Choosing a broker in Florida
Florida has a large community of licensed business brokers, including Transworld Business Advisors, which is headquartered in West Palm Beach. My Transworld review explains how its franchise model works for sellers. I compare the wider field, including national firms that handle larger Florida companies, in my best business brokers rankings.
Selling a Florida company with $1M+ in revenue?
Earned Exits works with established companies doing $1M to $40M in revenue nationwide, including Florida. Their free valuation shows what your business is worth, and they only get paid when it sells.
My take
Florida is a seller-friendly state on taxes, but not a place to wing the closing. Get your certificate of compliance moving early, file your final returns on time, hire only a licensed broker, and be ready to explain your seasonality and insurance costs. Do those four things and the state’s biggest advantage, keeping more of what you sell for, stays intact. Selling in another state? See my guides for Colorado and California.
Selling a business in Florida: frequently asked questions
Do I pay state tax when I sell my business in Florida?
What is a Florida certificate of compliance when selling a business?
How long do I have to pay sales tax after selling my Florida business?
Do business brokers need a license in Florida?
How long does it take to sell a business in Florida?
Who buys businesses in Florida?
What should I prepare before selling a business in Florida?
Amine Rahal is an entrepreneur and investor. He is passionate about alternative investments, Bitcoin, precious metals and startups. He enjoys covering US politics, retirement investing, alternative investing and geopolitics.
