MiamiChewy sells to PetSmart
PetSmart agreed in April 2017 to buy Dania Beach-based Chewy, founded in 2011 by Ryan Cohen and Michael Day, for $3.35 billion.
Chewy, Inc. investor relations, 2017
Sell a business in Florida
The road from today to the years after a sale runs through Florida's rules. Here it is in the order you will meet them: where you stand, what the state takes, the rules of the sale, who buys, and what the money can do after.
ComplexityMediumTax on the gainNone 2025Deal volumeVery high
Florida is one of the busiest markets in the country for business sales, with buyers of every kind already active. The state takes none of the gain. Expect a tax-clearance or bulk-sale notice before closing, and a licensed broker.
Tax on the gain: No state income tax.
Today
Where you stand
Florida takes nothing from the gain, but the buyer inherits your tax debts unless the state clears you, and brokers need a real estate licence.
One of the largest small-business populations in the country, with roughly 3.5 million firms and a churn of about 100,000 openings a year.
Small business footprint
0.0M
small businesses
0.0M
employees
0.0%
of workforce
SBA Office of Advocacy, 2024
Florida had about 3.5 million small businesses, 99.8 percent of all firms, employing 3.8 million people, or 39.6 percent of the workforce.
Establishment openings
0
by Florida small businesses between March 2023 and March 2024, against 85,944 closings.
SBA Office of Advocacy, 2024
The elements this touches
- TmTime The years before you want out. It feeds the exit-readiness score and never moves the price; every other decision is planned against it.
ListenThe Florida briefing, read aloud
The deal team on what changes when you sell a business in Florida.
Before the letter of intent
What Florida takes
The tax on the gain, and what to settle before a buyer names a price
No personal income tax and no estate tax; the corporate income tax touches only entities taxed as corporations, so a pass-through founder owes the state nothing on the gain.
State tax on the gain
0%
No state income tax.
Tax Foundation, 2025
A founder on film
On what he learned about tax on the way to the sale.
Lewis Titus Wastewater purification and manufacturing · Wyoming
No tax on the gain
Florida has no personal income tax, so a founder's gain on a sale carries no state tax.
No estate or inheritance tax
Florida levies neither an estate tax nor an inheritance tax.
Corporate tax follows federal status
The corporate income/franchise tax falls on entities taxed federally as corporations; an LLC taxed as a partnership or disregarded files no corporate return of its own.
The rate is the state's top rate on the gain for the year shown, the same figure as the indicator in the hero, so the two can never disagree.
The elements this touches
- TxTax Strategy The deal and entity structure, set before the letter of intent. FNDRS tracks whether it is in place. It never moves the price; it changes what you keep.
- ApAfter-Tax Proceeds What you keep at close. FNDRS records the pre-tax walk-away and the gap to your number. It never moves the price, and the tax on it is a question for your CPA.
Under contract and at closing
The rules of the sale
The rules a sale in Florida runs under
A buyer of more than half a business is liable for the seller's unpaid state taxes without a DOR certificate, business brokers hold real estate licences, and four-year non-competes are now enforceable.
01Buyer owes without a certificate
Under s. 213.758 a buyer of more than half a business or its assets owes the seller's unpaid state taxes unless the seller produces a DOR certificate of compliance.
The Florida Senate, 2025
02Brokers need a licence
Under s. 475.01 anyone who sells or negotiates the sale of business enterprises or business opportunities for compensation is a broker who needs a Florida real estate licence.
The Florida Senate, 2025
03Non-competes up to four years
The CHOICE Act, in force from July 2025, lets Florida-based employers bind high earners to non-competes and garden leave of up to four years, with injunctions the default.
Holland & Knight, 2025
The elements this touches
- LcLegal & Compliance Contracts, licences, and filings in order and enforceable. The FNDRS valuation reads it, and the score moves the multiple.
- DrData Room The documents a buyer will ask for, ready before they ask. FNDRS tracks it in the deal-readiness report card; it decides how fast and how cleanly a deal closes.
One thing you would not guess
Florida lets the buyer hold back part of your price and send it to the state within 30 days; if that falls short, you still owe the rest.
A buyer may withhold part of the price to cover the seller's state tax and must pay it to Florida within 30 days; the seller stays liable for any shortfall.
When the process opens
Who buys
Who shows up for a business in Florida
The Florida founder story is Chewy: started in 2011 in Dania Beach and sold to PetSmart in 2017 for $3.35 billion, then the largest e-commerce purchase on record.
The elements this touches
- SyStrategic Synergy What one buyer gains that another cannot. The buyer at the table prices it, which is why the sell-side process goes looking for them.
Day 0, and the years after
After the close
What Florida lets the proceeds do
A trust created in Florida since July 2022 can run 1,000 years, and with no income or estate tax the state is a place to keep proceeds as well as earn them.
CloseDay 0
Proceeds land. What the state keeps of them is settled above; what it lets them do from here is below.
s. 689.225, from 20221,000 yrs
Under s. 689.225 a trust created on or after 1 July 2022 may last 1,000 years; one created from 2001 through June 2022 is capped at 360 years.
Where FNDRS comes in
The post-exit wealth plan is the third act of the same engagement, and it starts in diligence, before the letter of intent, when a move or a trust can still change the answer.
FNDRSThe elements this touches
- EsEstate Architecture Trusts and ownership set up before the letter of intent. It changes what the family keeps, not what a buyer pays.
- ApAfter-Tax Proceeds What you keep at close. FNDRS records the pre-tax walk-away and the gap to your number. It never moves the price, and the tax on it is a question for your CPA.
People who walked it
Founders
Founders who worked with FNDRS, in their own words
From founders elsewhere
What founders say about working with FNDRS
No founder in Florida is quoted yet. These are founders in other states, quoted word for word, each described by role and state.
1 of 3
“I definitely don't think we'd be in the same spot without you guys.”
Founders in Florida
Florida owners on working with FNDRS
Short testimonials from owners who went through the FNDRS process. Most are under two minutes.
The FNDRS Podcast · Florida
Florida business · Davin Works · Milo and Barbara Fernandez
Nick Long with Milo and Barbara Fernandez, the couple behind Davin Works, a Florida labor staffing company for the commercial construction trades. Scaling the business, the stable livelihoods it provides for Hispanic field workers and their families, and why they trust the FNDRS ecosystem to help design a meaningful exit.
Nick LongHost, CEO and co-founder of FNDRS
Nearby
Other states in the South
| South | Tax on the gain | Complexity | Deal volume |
|---|---|---|---|
| Alabama | 5% 2025 | Medium | Medium |
| Arkansas | 3.9% 2025 | Low | Low |
| Delaware | 6.6% 2025 | Medium | Very low |
| Georgia | 5.19% 2025 | Medium | High |
| Kentucky | 4% 2025 | Medium | Medium |
| Louisiana | 3% 2025 | Low | Medium |
| Maryland | 8.5% 2025 | Medium | Medium |
| Mississippi | 4.4% 2025 | Low | Low |
| North Carolina | 4.25% 2025 | Medium | High |
| Oklahoma | 4.75% 2025 | Low | Medium |
| South Carolina | 6% 2025 | Low | Medium |
| Tennessee | None 2025 | Low | Medium |
| Texas | None 2025 | Medium | Very high |
| Virginia | 5.75% 2025 | Medium | High |
| West Virginia | 4.82% 2025 | Medium | Low |
Your next step
The road starts with one step
Know where you stand in fifteen minutes, or talk the Florida sale through with a dealmaker. Either way, no pitch and no obligation.
Selling in Florida? Start with a conversation
No pitch and no obligation. If the honest answer is not yet, we will say so, and say what to work on.