Franchise Acquisition Lawyer in Florida

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Florida Franchise Acquisition Lawyer: Acquisition Stars advises franchise buyers and sellers on FDD review, franchise agreement negotiation, and franchisor consent across Florida.

Serving 3 markets across Florida.

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Franchise Acquisition Lawyer Practice in Florida

Florida Franchise Acquisition Lawyer: Acquisition Stars advises franchise buyers and sellers on FDD review, franchise agreement negotiation, and franchisor consent across Florida. Alex Lubyansky leads every engagement, and has been M&A counsel since 2013 across transactions of varying complexity, from lower-middle-market deals to multi-party structures.

Florida Transaction Considerations

  • Florida's non-compete statute expressly prohibits courts from considering the hardship to the restricted party, making it one of the most employer-friendly non-compete regimes in the country
  • Florida has no personal income tax, which significantly affects deal structure and makes pass-through entity acquisitions (S-corps, LLCs) particularly tax-efficient for Florida-resident buyers
  • Florida's homestead exemption (unlimited value, subject to acreage limits) can complicate personal guarantees and indemnification provisions in acquisition agreements involving individual sellers

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Franchise Acquisition Lawyer Service Areas in Florida

Acquisition Stars represents clients in each of the following markets. Click any city to learn about franchise acquisition law services in that area.

Jacksonville

Jacksonville Franchise Acquisition Lawyer

Orlando

Franchise Acquisition Lawyer in Orlando

Tampa

Franchise Acquisition Law in Tampa

Florida Legal Framework for Franchise Acquisition Law

Non-Compete Agreements

The seller's covenant and the franchisor's in-term and post-term covenants must both fit what the state will enforce.

Strongly enforced under statutory framework (Section 542.335). Hardship to employee not considered.

Florida has one of the strongest non-compete enforcement frameworks in the country under Florida Statute Section 542.335. Courts presume reasonable any restraint of six months or less, apply a rebuttable presumption of reasonableness for restraints up to two years, and presume unreasonable any restraint exceeding two years. Courts may not consider the hardship to the restricted party when deciding enforceability. Blue-penciling and reformation are expressly authorized.

Tax Considerations

Sales tax on transferred equipment and inventory, plus successor liability, shape the resale price allocation.

Florida imposes a 5.5% corporate income tax but has no personal income tax. This makes Florida particularly attractive for S-corp and LLC acquisitions, as pass-through income to Florida-resident owners avoids state income taxation. Asset purchases benefit from Florida's favorable treatment of intangible property (no intangible tax since 2007).

Filing Requirements

Franchise registration and relationship laws add a franchisor consent step and disclosure timing to the standard entity filings.

Entity mergers, conversions, and dissolutions require filing with the Florida Division of Corporations (Sunbiz). Bulk asset purchasers must obtain a clearance letter from the Department of Revenue. Professional license transfers require separate filings with the Department of Business and Professional Regulation.

Bulk Sales / Asset Purchases

If the transaction transfers assets, check whether creditor-notice or tax-clearance rules in the state affect the closing date.

Florida has repealed UCC Article 6 (Bulk Sales). However, Florida Statute Section 212.10 imposes successor liability on buyers of business assets for the seller's unpaid sales tax. Buyers must request a tax clearance letter from the Florida Department of Revenue. Closing without a clearance letter exposes the buyer to the seller's tax debt, up to the purchase price.

The federal framework for a franchise resale

  • Buying an existing franchised location is not the same transaction as buying an independent business. The buyer is stepping into a relationship the franchisor controls, so the purchase depends on the franchisor's consent to the transfer, not only on agreement between the buyer and the seller. The franchise agreement, not the purchase agreement, usually sets the conditions the transfer has to satisfy.
  • Whether the buyer has a federal right to current disclosure depends on the franchisor's role and any exemption. Where the franchisor signs the incoming owner to its current agreement with significant involvement, the rule can reach the transaction; where the buyer only takes assignment and the franchisor merely consents, it may not. The remaining term, and whether renewal survives the transfer, changes what the buyer pays for.
  • Franchisors commonly charge a transfer fee and require a general release from the seller as conditions of consent, protecting the franchisor from claims tied to the outgoing owner's tenure. A buyer's counsel reviews the transfer conditions in the franchise agreement early, because a franchisor's refusal to consent, or a demand the seller cannot meet, can stall or kill a deal that both sides have already priced.

Advance disclosure depends on the deal shape

For a franchise sale that is not exempt, the FTC Franchise Rule requires furnishing the current disclosure document at least 14 calendar days before the franchisee signs a binding agreement with, or makes any payment to, the franchisor or an affiliate, under 16 CFR 436.2(a). A payment to the selling franchisee, or a signed purchase agreement with the seller, does not by itself start that period. Two definitions can exclude a resale: a transfer by an existing franchisee is not a sale where the franchisor had no significant involvement with the buyer, and approval or disapproval alone is not significant involvement, under 16 CFR 436.1(t); a franchisee selling only its own outlet is not a franchise seller, under 16 CFR 436.1(j). Exemptions in 16 CFR 436.8 can also apply. Confirm which path applies before assuming a federal 14-day review right.

Sources: 16 CFR 436.2(a), 16 CFR 436.1(t), 16 CFR 436.1(j), 16 CFR 436.5, 16 CFR 436.8

Diligence focus for a franchise resale

  • Remaining term on the franchise agreement and renewal eligibility
  • Franchisor's consent conditions and any transfer fee
  • Training requirements the incoming owner must complete before opening
  • Scope of the general release the franchisor is requiring
  • Whether the current form of agreement differs from the seller's

Other M&A and Securities Services in Florida

Acquisition Stars handles M&A transactions for Florida clients and works with securities counsel on securities matters. Alex Lubyansky leads every M&A engagement.

Business Acquisition Lawyer in Florida SBA Acquisition Attorney in Florida LOI Attorney in Florida

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Alex Lubyansky leads every franchise acquisition law engagement, with an associate supporting the work.

M&A counsel since 2013. Nationwide practice. LOI through closing.

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We review every transaction inquiry within one business day.

Your information is kept strictly confidential and will never be shared. Privacy Policy