Successor Liability in Florida Business Acquisitions
FL acquisition successor liability: consider: product liability, employment claims, tax (Section 212.10: buyer liable for seller’s unpaid sales tax), environmental, and contractual. Bulk sales: FL repealed UCC Article 6 (2001); UFTA (Chapter 726) still applies. Structure: asset purchase (not stock), selected liabilities, indemnification, escrow, RWI, and tax clearance (Section 212.10). Due diligence: seller’s creditors, liabilities, and tax status.
Key Risks
- Product, employment, tax
- Environmental, contractual
- Section 212.10: sales tax liability
Bulk Sales
- FL repealed UCC Article 6
- UFTA (Chapter 726) still applies
- Due diligence on creditors
Structure to Minimize
- Asset purchase, selected liabilities
- Indemnification, escrow, RWI
- Tax clearance letter
Related Terms
- Successor Liability — General
Barnes Walker Business Law
Barnes Walker’s attorneys structure FL acquisitions. Request a legal inquiry for assistance.
Reviewed by the attorneys at Barnes Walker, Goethe, Shea & Robinson, PLLC