Franchise Resale Due Diligence Checklist

Free Checklist · Franchise Resales

Buying someone else’s franchise? Ask these 67 questions first.

A resale isn’t a safer version of a startup — it’s a different transaction, with a different set of ways to get hurt.

Built from eight years valuing and selling operating businesses — before franchising.

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When you open a new franchise unit, you’re buying a system and a forecast. When you buy a resale, you’re buying a system, a set of books, a lease, a staff, a local reputation, and whatever the last owner did or failed to do — at a price somebody else set.

Most of what goes wrong in a resale is knowable before you sign. It’s sitting in the tax returns, in Item 20 of the disclosure document, and in the honest answer to one question the seller would rather summarize than document.

This checklist is the list of places to look.

Resale buyers are the most underserved people in franchising. Most of the industry is built around selling new units — so the questions that matter on an existing one rarely get asked.

What’s inside

Eight sections, 67 questions

01

Why is this one for sale?

Seven questions that separate the stated reason from the real one.

02

The numbers behind the numbers

Reconciling tax returns to the P&L, and which add-backs actually disappear under your ownership.

03

What it should cost

Testing the asking price against comparable resales, against Item 7, and against what a lender will finance.

04

What the FDD tells you that the seller won’t

Item 20 Table 2 and Table 3 — transfers and terminations — and why most buyers skip the one that matters.

05

The franchisor’s terms at transfer

Transfer fees, remaining term, and the remodel obligation that shows up after you’ve made an offer.

06

The lease

Assignment consent, guarantees, and whether the site would still be approved today.

07

Financing the purchase

SBA Franchise Directory status, equity injection, and whether the lender will finance the goodwill.

08

The people and the handoff

Who stays, what the seller owes you in transition, and the validation calls worth making.

Why I put this together

Before I moved into franchise consulting, I spent eight years as a business broker at Liberty Business Advisors, from 2009 to 2017 — valuing operating businesses, taking them to market, and watching deals close and fall apart. I also owned and ran my own business for eight years.

That’s an unusual background in this field. Most franchise professionals have only ever worked on new units. I’ve sat on the other side of the table, and I know what an owner’s books look like when they’ve decided it’s time to go.

This checklist is the version of that experience I can hand you on paper.

Gabriel Arechiga · Franchise Consultant · International Franchise Association · The Franchise Consulting Company · Latino Franchise Council · Consultations in English and Spanish

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