Miami
Business Brokers in Miami
Miami has a buyer pool no other American city has, drawing capital from across Latin America and Europe alongside the domestic buyers. That depth is real and it is worth money. It is also the market where the largest share of businesses cannot prove what they earn, and in a sale, earnings you cannot document are earnings you do not get paid for.
Areas served in Miami
Miami-Dade County · Coral Gables · Doral · Hialeah · Kendall · Miami Beach · Aventura · Homestead
The statewide rules that set your closing date, including the sales tax clearance a buyer must hold before closing, are covered on Business Brokers in Florida.
Books are the biggest single discount in this market
A great many profitable Miami businesses run partly on cash, expense generously through the company, and file returns that show a fraction of what the owner actually takes home. Every owner in this position says the same thing at the first meeting: the real number is much higher. Buyers hear it constantly and price accordingly.
The mechanism that recovers some of it is a recast, adding back owner compensation, personal expenses run through the business, one time costs and non cash items to get from tax return profit to Seller's Discretionary Earnings. That is legitimate and every broker does it. It only works where each add back can be evidenced with a document.
What cannot be evidenced cannot be sold. Unbanked revenue in particular is close to worthless at sale time, because no buyer will pay a multiple on money they cannot verify and no lender will finance it. An owner two or three years from selling has time to fix this by running everything through the business properly and accepting a higher tax bill for those years. The arithmetic usually favours it by a wide margin, because you are trading a year of tax for a multiple.
The practical minimum is three years of filed returns that reconcile to the profit and loss, bank statements that reconcile to the revenue, and a schedule of add backs with a document behind each line. Bring that and you are in a different conversation than most sellers in this city.
The buyer pool is international and it changes the process
Miami routinely attracts buyers from outside the United States, and cross border buyers behave differently. Funds move on their own schedule, proof of funds documentation takes longer to assemble, and some buyers have an immigration position that depends on the acquisition, which puts requirements on the deal structure that a domestic buyer would never raise.
None of that is a problem if it is known at the start. It is a serious problem discovered after a letter of intent, because timelines slip in ways nobody built into the agreement. Qualify buyers on funds and on structure early and specifically, and get the answer in writing.
Foreign buyers frequently cannot use SBA financing, which changes the arithmetic on your side. It can mean more cash at closing, or it can mean a larger seller note carrying more of your money into the future. Understand which you are being offered, because a high headline price paid mostly over five years is not the same deal as a lower one paid at closing.
Confidentiality deserves particular care here. Business communities in Miami are tight and industry specific, and word that you are selling reaches your staff, your landlord and your largest customer faster than in a larger, looser market. Control who receives the identifying information and when.
Insurance and the cost base a buyer will not take at face value
Property, wind and liability premiums in South Florida have moved sharply, and a buyer models the premium they will be quoted rather than the one you renewed on a long relationship. If your cover is materially below current market, your operating statement is showing a cost the buyer will not enjoy, and they will normalise it downward against your earnings.
Deal with it directly. Current declarations, loss runs, the wind mitigation position and the flood zone designation belong in the diligence file from the start, and if you have had a claim, disclose it with what was repaired. A remediated risk that has been quiet for years is underwritable. A claim the buyer's own insurer surfaces after a letter of intent becomes a retrade.
Occupancy costs are the other line. Rents in the strong Miami submarkets moved a long way, so a below market lease with a short remaining term is a real risk sitting inside a good profit and loss. Read the assignment clause and the renewal terms before you list, and extend the lease before going to market rather than during, when your landlord can see exactly how much leverage they have.
Where your business depends on a specific location, say a restaurant or a clinic with a patient catchment, the lease is not a cost line, it is most of the asset. Buyers price it that way.
Miami-Dade specifics at closing
If real property is part of the transaction, documentary stamp tax on the deed runs at a different effective rate in Miami-Dade than in the rest of Florida because of a county surtax with its own rules. Confirm the current position with a Florida attorney rather than assuming the statewide figure applies.
Local operating credentials do not carry over automatically. A certificate of use, a local business tax receipt and any county or municipal permit are tied to the operator, and a new owner applies in their own name. The application is usually routine; the timing is not always, and an inspection triggered by the change can surface a condition that has been quietly non compliant for years.
Anything with a full liquor licence needs the state transfer timeline in the deal calendar from the letter of intent, and it is worth establishing what a quota licence is worth on its own before you price the business as a package.
The statewide rules that gate your closing, including the Department of Revenue sales tax clearance the buyer's attorney will escrow against, are the other half of the picture and they are the item most likely to move your closing date.
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