Accepting an offer feels like the finish line. It is closer to the start of the hardest part of the process.
Most New Jersey business sales take somewhere between 60 and 120 days from an accepted offer to a closing, and that window is where deals are won or lost. Owners who know what is coming hold their price and their nerve. Owners who do not often give ground on terms they could have kept.
The letter of intent sets the frame
A letter of intent records price, structure, the due diligence period, any exclusivity, and the broad shape of the deal. Most of it is non binding, but it anchors everything that follows. Terms you leave vague in the letter of intent tend to get resolved in the buyer's favor later.
Exclusivity matters here. Once you grant it, you have taken the business off the market for the agreed period, which is why the period should be defined and the buyer's financing should already be credible.
Due diligence is a verification exercise
Expect the buyer to request three years of financial statements and tax returns, year to date figures, your add back schedule, bank and merchant processing statements, the lease, equipment lists, customer concentration data, payroll records, supplier agreements, and licenses and permits.
The single best predictor of a smooth diligence period is whether your numbers reconcile. Revenue on the profit and loss should tie to the tax return. Add backs should be documented rather than asserted. When a buyer finds a discrepancy they cannot explain, they do not just ask about that item. They start questioning everything else.
Our due diligence checklist written for buyers is worth reading from the other side of the table, because it tells you exactly what is coming.
Financing runs on its own track
If the buyer is using an SBA loan, underwriting starts after the purchase agreement is signed and typically runs 60 to 90 days. The lender will order a business valuation, review your historical cash flow, and require that the lease extend past the loan term.
Lender timing is the most common reason a closing date moves. You can help by responding to information requests quickly and by having clean financials ready before the request arrives. More on how buyers get funded is in our overview of SBA financing.
The lease is often the quiet obstacle
For most location based businesses, the landlord has to consent to an assignment or issue a new lease to the buyer. Landlords review the buyer's financials, sometimes require a personal guarantee, and occasionally use the moment to renegotiate terms.
Start this conversation early. A landlord who first hears about the sale three weeks before closing is a landlord who can hold up your deal, and lenders will not fund without the lease resolved.
The purchase agreement replaces the letter of intent
Attorneys draft the definitive agreement covering price, the asset allocation, representations and warranties, indemnification, the non compete, any seller note, working capital adjustments and what happens between signing and closing.
This is where the tax allocation gets fixed, so it should reflect what you and your CPA already discussed rather than whatever the buyer's counsel proposes first.
Closing conditions and the bulk sale filing
In New Jersey, an asset sale generally requires a bulk sale notice to the Division of Taxation, filed by the buyer with the purchase agreement, usually at least ten business days before closing. The state may direct an escrow from your proceeds until outstanding state tax obligations are cleared.
Other conditions typically include lien searches, transfer of licenses and permits, final payroll and sales tax filings, insurance, and the landlord consent already mentioned.
Keep running the business
This is the part owners underestimate. The buyer and the lender are watching your monthly numbers right up to closing. A revenue dip during diligence invites a price reduction or a renegotiation of terms, and you will have very little leverage to refuse it.
Stay focused on operations. The deal will consume attention, which is part of why owners use a broker to absorb the process while they keep the business performing.
Transition and the first weeks after
Most deals include a transition period where you stay involved, commonly two to eight weeks, sometimes longer with a consulting arrangement. Plan the employee announcement, usually made close to closing, and lead with what stays the same for them.
Customer and supplier introductions, system handovers and account transfers all belong in a written transition plan rather than an informal understanding.
Frequently asked questions
How long does it take to close after accepting an offer?
Typically 60 to 120 days in New Jersey. Deals with SBA financing sit at the longer end because lender underwriting, the appraisal and the lease assignment all have to be completed before funding.
Can a buyer walk away during due diligence?
Usually yes. Most purchase agreements include a due diligence contingency that lets the buyer withdraw and recover the deposit if the findings are unsatisfactory. The specific terms are negotiated, so read them before signing.
When should I tell my employees?
Most owners tell staff once the deal is past its main contingencies and close to closing. Telling them earlier introduces months of uncertainty during the exact period when the business needs to perform.
What usually delays a closing?
Lender underwriting, landlord consent on the lease assignment, financial records that do not reconcile, and the bulk sale escrow review. Most of these can be shortened by preparing before you go to market.
Where do I start?
If you have an offer in hand, start by getting your records organized and your advisors engaged. If you are earlier than that, start with a valuation and a realistic timeline.
Have an offer, or expecting one soon?
Westlake Business Brokers manages the stretch from accepted offer to closing for New Jersey owners, coordinating the lender, the attorneys and the landlord so the business keeps running while the deal gets done. See how a sale works, learn about selling a business, or contact us for a confidential conversation.