One of the first questions a contractor asks when thinking about selling is: what happens to my license? In Florida the answer is that the license does not transfer like equipment does, but there are well-established ways to handle it. This guide explains the basics. It's general information, not legal advice; confirm details with DBPR, your local licensing office and an attorney.
Who licenses contractors in Florida
- Construction Industry Licensing Board (CILB), part of the Department of Business and Professional Regulation (DBPR), licenses many trades, including general, building and residential contractors, roofing, plumbing, air-conditioning and mechanical, pool, solar and others.
- Electrical Contractors' Licensing Board (ECLB), also under DBPR, licenses electrical contractors and specialty categories like alarm system contractors.
- Division of State Fire Marshal licenses fire sprinkler and fire extinguisher contractors.
- Counties and cities license some trades locally (registered contractors and local certificates of competency) and require local business tax receipts.
Certified vs. registered
A certified contractor holds a state license that is valid statewide. A registered contractor holds a local certificate of competency and registers it with the state, and can work only where that local license is valid. Which you hold affects what a buyer needs.
The qualifier concept
A license belongs to an individual. A company does contracting work by having a licensed individual act as its qualifying agent, and the business itself is qualified with DBPR through that person. The qualifier has real responsibility for supervising the company's work. That is why a license cannot simply be sold with the business.
Common solutions in a sale
- Buyer brings a qualifier. The buyer or someone on their team already holds the appropriate license.
- Licensed employee steps up. A licensed employee becomes the company's qualifier.
- Seller stays as qualifier for a period. You remain as qualifier for an agreed time, with clear responsibilities and compensation, while the buyer arranges a permanent qualifier. Because the qualifier carries real responsibility, this must be structured carefully.
Asset sale vs. stock sale
In a stock or membership interest sale the legal entity stays the same, which can simplify contracts and some registrations, though a change in qualifier still must be handled. In an asset sale, the buyer's entity typically needs to be qualified before it can contract. Your attorney will advise which is appropriate.
Don't forget local requirements
Palm Beach, Broward and Miami-Dade each have their own licensing boards and rules for certain trades, and cities may require their own registrations. Open permits, which are tied to a qualifier, also need a plan.
Plan early
The license question is solvable, but it takes time. Raising it early in a conversation with a buyer avoids last-minute surprises.
This guide is general information, not legal, tax or financial advice. Consult your own attorney and CPA.