Asset Purchase Agreements in Florida
An asset purchase agreement (APA) is the contract used when a Florida business is sold through the acquisition of its individual assets rather than its stock or membership interests. This structure gives the buyer control over which assets and liabilities are acquired.
Structure and Benefits
In a Florida asset purchase, the buyer selects specific assets (equipment, inventory, contracts, intellectual property, goodwill) and assumes only designated liabilities. The seller retains the legal entity and all non-assumed obligations. This structure provides the buyer with a stepped-up tax basis for depreciation, insulation from unknown seller liabilities, and flexibility in structuring the transaction.
Key Provisions
Critical APA terms include the asset schedule, excluded assets, assumed and excluded liabilities, purchase price allocation (which has tax consequences for both parties), representations and warranties, indemnification with survival periods, non-compete covenants, and closing conditions including bulk sales compliance and third-party consent requirements. Florida's bulk sales law (UCC Article 6) was repealed, but buyers should still conduct due diligence on the seller's creditors.
Related Terms
Barnes Walker Business Law
Barnes Walker structures asset purchases and business acquisitions throughout Southwest Florida. Contact our business team for M&A guidance.
Reviewed by the attorneys at Barnes Walker, Goethe, Shea & Robinson, PLLC