How to Transfer a Florist Business: A Complete Step-by-Step Guide
Deciding how to transfer a florist business is a momentous step in any owner's life. Unlike other businesses, you are not just transferring a premise or a license; you are handing over an art form, a reputation, and often a loyal clientele that trusts the floral taste of the person in charge.
If you are asking yourself "how to sell my florist shop" without the business losing value in the process, you have come to the right place. The floriculture sector in Spain has unique particularities, such as managing perishable stock, that complicate the operation if not planned correctly. In this guide, we break down everything necessary to close the deal successfully and with legal security.
Is it profitable to transfer my florist shop? Business Valuation
The first mistake when considering how to transfer a florist business is setting the price based on sentimental value or the seller's financial need. For the sale to be viable, the valuation must be objective and justifiable to the buyer.
How to calculate the transfer price (Goodwill vs. Assets)
The final price is usually the sum of two main blocks:
- Tangible Assets: Includes furniture, cold storage units, work tools, delivery vehicles, and current stock (pots, vases, preserved flowers).
- Goodwill: This is the intangible value. It includes demonstrable turnover from recent years, brand reputation, and revenue recurrence.
Factors that increase value: Client Portfolio, Location, and Stock
A florist shop that relies on foot traffic is not worth the same as one with signed contracts. When evaluating how to sell a florist shop, highlight these points:
- Recurring Contracts: Agreements with funeral homes, hotels, restaurants, or wedding planners. This guarantees revenue from day one.
- Strategic Location: Proximity to cemeteries, hospitals, or high-traffic commercial areas.
- Digitalization: An operational online store and updated customer databases significantly increase the price.
Preliminary Audit: What documents will the buyer ask for?
Transparency is key. Prepare annual accounts, VAT (IVA) and Income Tax (IRPF) returns, the current lease agreement, and a detailed inventory. A serious buyer will want to see real profitability before negotiating.
Looking to sell or transfer your business?
Publish it easily and connect with people interested in starting their own business, with the level of confidentiality you choose.
Publish nowLegal procedures and requirements for transferring a florist shop
Understanding the bureaucracy is vital to prevent the deal from falling through at the last minute.
Lease Agreement Assignment (LAU and Landlord Rights)
Most florists operate in rented premises. According to the Urban Leases Act (LAU), you have the right to assign the contract, but the landlord has the right to raise the rent (usually by 20%) upon transfer. It is fundamental to review your current contract to see if there are clauses prohibiting assignment.
Activity License and Specific Municipal Permits
The change of ownership for the activity license is processed at the City Hall. Ensure your florist shop complies with current regulations (accessibility, emergency exits, etc.), as an inspection during the transfer could force the new owner to undertake costly reforms, which could break the negotiation.
What to do with employees: Labor Subrogation
If the florist shop has employees, the new owner has a legal obligation to subrogate the employment contracts. This means they must maintain the seniority, category, and salary of the current staff. This is a critical point in the negotiation of how to transfer a florist business.
Taxation: How much tax do you pay for selling a florist shop?
The profit you make will not be net; the Tax Authorities (Hacienda) will claim their share.
VAT (IVA) and Property Transfer Tax (ITP) treatment
If the business is transferred as an "autonomous economic unit" (meaning the complete business capable of functioning on its own), the operation is not subject to VAT (IVA). However, the buyer must settle the Property Transfer Tax (ITP) corresponding to movable goods and the vehicle, if applicable.
Capital Gains in Personal Income Tax (IRPF) for the Seller
The amount you receive for the transfer (minus the net book value of the assets) will be taxed in your Personal Income Tax (IRPF) as a capital gain in the savings base. Tax rates range progressively between approximately 19% and 26%, depending on the amount of the gain.
Steps to find the ideal buyer without losing customers
Discretion is your best ally. If clients or suppliers find out prematurely that you are looking into how to sell your florist shop, rumors of closure may arise, damaging current turnover.
Where to advertise the transfer (Specialized Portals vs. Discretion)
Avoid putting a "FOR SALE" sign in the window if you want to maintain normal activity. Ideally, use specialized platforms that filter investors or work with intermediaries who manage confidentiality.
How to filter solvent interested parties
Do not waste time with window shoppers. Request a letter of intent or proof of funds before sharing sensitive information such as real turnover or supplier lists.
Looking to sell or transfer your business?
Publish it easily and connect with people interested in starting their own business, with the level of confidentiality you choose.
Publish nowThe Transfer Contract: Essential Clauses
Inventory of Perishable Goods (Flowers and Plants) and Furniture
A florist's stock is delicate. The contract must specify how the living stock will be valued at the exact moment of handing over the keys, as its value fluctuates daily. A final inventory is often conducted the day before signing.
Non-Compete Agreement
It is common for the buyer to demand that you do not open another florist shop in the same area for a certain period (usually 2 or 3 years) to prevent you from taking the clientele with you.
Common mistakes when selling a florist shop and how to avoid them
- Neglecting the business during the sale: If turnover drops while you look for a buyer, the transfer price will also drop.
- Not regularizing stock: Having a lot of unsellable stock or unaccounted shrinkage gives a bad impression.
- Lack of professional advice: Trying to do it all alone usually leads to tax errors or poorly drafted contracts.
Frequently Asked Questions about transfer florist shop
How is a florist business valued for a transfer?
Valuation sums the value of tangible assets (furniture, cold storage, stock) and goodwill (client portfolio, recurring revenue, location, and brand reputation).
Is it necessary to pay VAT when transferring a florist shop?
Generally, no. If the entire business is transferred as an economic unit capable of functioning autonomously, the operation is not subject to VAT according to Spanish legislation.
What happens to the current employees of the florist shop?
There is an obligation of business subrogation. The new owner must assume the workers' contracts, respecting their seniority, salary, and acquired labor conditions.
Do you need professional help for the transfer? List it on Traspasso.com
Knowing how to transfer a florist business successfully implies mastering legal, fiscal, and negotiation aspects that go beyond the day-to-day floral business. A mistake in the contract or a poor valuation can cost you thousands of euros.
At Traspasso.com, we are specialists in the sale of active businesses. We help you find the right buyer, guaranteeing maximum confidentiality and ensuring you get a fair price for years of work. Forget the paperwork and manage your exit with the peace of mind of being in expert hands.