What Happens After Your Business Goes Under Contract?

First Comes Due Diligence

Once the business is under contract, the buyer typically begins formal due diligence. This is where they verify the information they relied on when deciding to buy your business.

Expect requests for tax returns, financial statements, payroll records, leases, contracts, licenses, equipment information, and other documents related to the operation. Depending on the business, buyers may also review customer concentration, vendor relationships, employee information, inventory, or industry-specific licenses.

My advice to sellers is simple: be organized and respond promptly.

A slow response does not necessarily kill a deal, but it can create unnecessary concern. Buyers tend to get nervous when information is difficult to obtain. Sometimes there is absolutely nothing wrong, but an empty inbox has a wonderful way of giving people time to invent problems that do not exist.

Financing and Third-Party Approvals Start Moving

If the buyer is using SBA or other bank financing, the lender will also be working through underwriting. This may mean additional requests for financial information, tax documents, lease information, or clarification of particular expenses.

There may also be approvals that have nothing to do with the buyer or seller.

If you lease your location, the landlord may need to approve a lease assignment or negotiate a new lease with the buyer. Franchise businesses may require franchisor approval. Some regulated businesses require licenses or governmental approvals before ownership can transfer.

These items are one reason closing dates occasionally move. A buyer and seller can be completely ready while everyone waits for a landlord, lender, or licensing agency to catch up.

Your Broker Should Be Coordinating the Moving Pieces

The broker's role changes once the business is under contract. At this stage, much of the job becomes keeping everyone moving in the same direction.

Exactly how that works will vary by brokerage. A smaller brokerage may have the listing broker personally coordinate the entire transaction from contract through closing. Larger brokerages may have dedicated staff who specialize in managing closings.

At BOSS Group International, for example, we have a dedicated team that assists once a transaction goes under contract, including Senior Closing Director Stephanie Sherbacow, whose role focuses specifically on helping move transactions from executed contract to closing.

Neither approach is automatically better. What matters is that someone is paying attention to deadlines, communicating with all parties, and making sure important details do not disappear into the email abyss.

This Is Also When You Want the Right Attorney

I strongly recommend using an attorney who regularly handles business sale closings, not simply an attorney who happens to practice law.

Business closings involve purchase agreements, bills of sale, assignments, restrictive covenants, promissory notes, escrow arrangements, corporate documents, and sometimes lease or real estate issues. An attorney experienced in business transactions is much more likely to understand which issues are normal and which deserve closer attention.

For Florida transactions, the Business Brokers of Florida, or BBF, website is a useful place to find attorneys and other professionals who work with business brokers and business-sale transactions. BBF specifically notes that brokers work with attorneys, CPAs, and other professionals through the closing process.

One of my personal favorites is Natalie Burns and her team at Burns Law Offices. Natalie has a Palm Beach Gardens office and focuses on business transactions, mergers and acquisitions, and business closing services throughout Florida.

Keep Running the Business

This part is easy to overlook. While everyone is focused on closing, the seller still owns the business. Keep running it.

Do not mentally retire because a contract has been signed. Continue taking care of customers, managing employees, watching expenses, and maintaining normal operations. A sudden decline in revenue or a key employee leaving shortly before closing can create questions that nobody wants at the eleventh hour.

Until the money changes hands and the closing documents are signed, it is still your business, and the deal can still fall through.

Then Comes Closing Day

Once due diligence is complete, financing is approved, third-party conditions are satisfied, and the legal documents are finalized, you are ready to close.

By that point, closing day itself should be relatively uneventful. In fact, a boring closing is usually a good closing.

The important thing to remember is that getting under contract is not the finish line. It is the beginning of the final stretch. With an experienced broker, a good closing attorney, responsive parties, and realistic expectations, that stretch is much easier to navigate.

And when everything is finally signed and funded, then you can celebrate.