Selling Your Restaurant?

Let's Make Sure You're Ready.

You've built something valuable. When the time comes to sell, we help you protect what you've earned, avoid surprises, and move into your next chapter with confidence.

You've Spent Years Building This Restaurant.

The Exit Should Reflect That.

Selling a restaurant isn't just a business transaction. It's the close of a chapter that involved long nights, loyal regulars, a team you built from the ground up, and years of hard work.

Whether you're retiring, opening something new, or simply ready for a change, you deserve a sale process that protects your interests and honors what you've built.

At Fourscore, we work with restaurant owners who want to get the deal done right, not just done fast. We'll help you understand your options, negotiate from a position of strength, and avoid the issues that catch sellers off guard.

The Legal Side of Selling a Restaurant

The work that protects you starts before a buyer is at the table. Getting organized early puts you in a stronger position, and once an offer arrives, the legal details determine whether the deal actually works for you.

Before You Put the Restaurant on the Market

The strongest sale positions are built months ahead of the first conversation with a buyer. Here's what we help sellers work through early:

  • Clean up financial statements and separate personal expenses

  • Review manager, chef, and staff agreements

  • Confirm ownership of recipes, the trade name, the website, phone numbers, social accounts, and review profiles

  • Identify liens, leases, equipment financing, and personal guaranties

  • Review ABC licensing, health department history, and sales tax compliance

  • Coordinate with your CPA regarding structure and tax allocation

  • Consider what you want your role to be after closing

Deal Structure

  • Asset sale vs. entity sale and what each means for your taxes and liability

  • What's included in the sale (equipment, recipes, trade name, goodwill, inventory)

  • How the liquor license is handled, since it typically can't just transfer automatically

  • How vendor credits, gift card liabilities, and outstanding deposits are treated

Your Obligations After Closing

  • Non-compete terms: How long? How far? What's enforceable in NC?

  • Transition support: Will you stay on to run the kitchen, manage the team, or train the new owner, and for how long?

  • Compensation after closing, including any bonus tied to revenue, covers, or margins

  • Required schedule and day-to-day responsibilities if you stay

  • Termination rights and what happens to an earnout if your employment ends

  • Whether restrictive covenants appear in both the purchase agreement and any employment agreement

  • Seller financing: What are the risks if the buyer pays over time?

Money and Liabilities That Cross Closing

  • Outstanding gift cards, loyalty credits, and catering or event deposits for dates after closing

  • Third-party delivery platform contracts, holdbacks, and payout timing

  • Sales tax, payroll tax, and vendor payables owed for the period before closing

  • Inventory counts, and how alcohol stock is valued and transferred alongside the license

  • Refunds or chargebacks on sales made before closing

Protecting Yourself

  • Representations and warranties: what you're promising vs. what you're not

  • Indemnification: What happens if the buyer claims something was wrong, like an undisclosed health code issue?

  • Escrow and holdback terms

  • Responsibility for pre-closing incidents, including injury, foodborne illness, or dram shop claims

  • Whether you need to keep general liability or liquor liability coverage in place after closing

  • How pending health department citations, employee complaints, or claims are disclosed and handled

Your Team & Landlord

  • Employee transitions: What are you required to communicate, and when?

  • Lease assignment or termination, and what the landlord requires to approve a new tenant

  • Notice requirements to vendors, suppliers, and any franchisor, if applicable

Selling to a Restaurant Group or Multi-Unit Buyer

  • Whether the offer includes cash, an earnout, rollover equity, or seller financing

  • What portion of the headline number is guaranteed at closing versus contingent on future results

  • Whether you must continue operating the restaurant after closing, in what role, and for how long

  • How your compensation and any performance targets will be calculated

  • What happens if you leave before an earnout or equity milestone is achieved

  • Who controls staffing, scheduling, menu, pricing, vendors, and budgets after closing

  • Whether your recipes, brand, or trade name can be used at other locations

Taxes Matter. Let's Make Sure You're Coordinated.

How a deal is structured can significantly affect how much you keep after the sale. We work alongside your CPA to make sure the legal and tax strategies are aligned.

Key questions we help you think through:

  • How will the purchase price be allocated across assets, including equipment, goodwill, trade name, restrictive covenants, and any consulting or employment compensation, and why does it matter?

  • What's the difference between ordinary income and capital gains treatment?

  • Are there installment sale options that could help spread out your tax burden?

  • If you're selling to a manager, chef, or family member, what are the implications?

  • Depreciation recapture on equipment and leasehold improvements

  • Personal goodwill versus entity goodwill

  • Earnouts and contingent payments

  • Rollover equity

  • Entity-level tax exposure, particularly for corporations

A Clear Path from Offer to Closing

Step 1:
Initial Consultation


 We'll talk through where you are in the process, what kind of buyer you're working with, and what matters most to you in the deal.

Step 2:
Customized Legal Strategy

We review the LOI, flag issues early, including the liquor license and lease assignment, and develop a negotiation plan that protects your financial and personal interests.

Step 3:
Execution and Closing

We negotiate the purchase agreement, coordinate with your CPA and broker, and guide you through signing day so you can move forward with clarity.

Frequently Asked Questions

  • Ideally, before you sign the Letter of Intent. The LOI sets the terms for everything that follows, including price, structure, timeline, and major deal points. Once it's signed, your negotiating leverage drops. The purchase price in the LOI is also not always the amount you receive at closing. Debt payoff, broker fees, escrows, gift card liabilities, vendor payables, transaction expenses, and contingent payments can materially affect your net proceeds.

  • In an asset sale, the buyer purchases specific assets (equipment, goodwill, recipes, trade name) and you retain the legal entity. In an entity sale, the buyer acquires your corporation or LLC itself. Asset sales are more common in restaurant transactions and often more favorable to buyers, which is why seller-side representation matters.

  • In most cases, the license doesn't automatically transfer with the sale. Depending on your state and license type, the buyer may need to apply for a new license or seek approval for a transfer, which can affect your timeline and how the deal is structured. We help you plan for this early so it doesn't stall closing.


  • Typically 60–90 days from signed LOI to closing, though it varies based on buyer financing, due diligence findings, liquor license approval, and lease negotiations.

  • Almost certainly. Buyers want assurance that you won't open a competing concept nearby. We negotiate terms that are reasonable, protecting the buyer's investment without unnecessarily restricting your future.

  • Insider sales come with their own considerations, including fair market value documentation, transition planning, and clear terms to preserve the relationship. We've helped many owners navigate these situations.

Let's Talk About Your Exit

You've worked hard to get here. Let's make sure the sale reflects that.


Schedule a Consultation