The structure of your purchase decides which of the seller's problems become yours. That single decision, asset purchase or entity purchase, drives most of the legal work on a gas station deal.
This is a practical map from a broker's seat, not legal advice. Every point below should be reviewed by your own attorney against the actual documents.
Asset purchase versus entity purchase
In an asset purchase you buy specified assets and assume only specified liabilities, which is why most buyers prefer it. Licenses and contracts generally have to be reissued or assigned, which takes time but keeps unknown liabilities behind.
In an entity purchase you acquire the company with its contracts and licenses intact, along with its history: tax exposure, employment claims, vendor disputes, and environmental responsibility. That route can be faster operationally and riskier legally, so diligence and indemnities carry more weight.
Contracts, consents, and liabilities
Review the fuel supply agreement for assignment consent, remaining term, minimum volume, image loan balance, termination charges, and any right of first refusal. Then review the ground lease if applicable, ATM and car wash equipment agreements, vendor and service contracts, and any franchise agreement.
Look for liens on equipment and inventory, unpaid taxes, open code violations, and pending claims. Escrow holdbacks and indemnities are common tools for allocating risk where something cannot be resolved before closing.
Employees, inventory, and closing mechanics
Decide whether staff are terminated and rehired or continue under the same entity, and address accrued wages and paid time off. Employment structure affects both liability and day-one operations, since a station cannot open without people.
At closing, fuel and merchandise inventory is normally counted and settled separately, prorations are calculated, and licenses must be in place so fuel sales can continue lawfully. We coordinate these items against contract deadlines when representing buyers and sellers in Florida.
Frequently Asked Questions
Speak With a Florida Gas Station Specialist
Request a confidential consultation or off-market opportunities and pricing through our contact page, or call +1-305-518-1545. The Gas Station Group is headquartered at 8603 S Dixie Hwy, Miami, FL 33143. Principal: Bobby Berrido.