Chicken & Egg Problem w Licensing

searcher profile

April 16, 2024

by a searcher from The University of Texas at Austin - Red McCombs School of Business in Dallas, TX, USA

Hey everybody - I'm acquiring a business with very basic licensing requirements but perhaps a chicken and egg issue (which comes first?).

Acquiring a QSR restaurant and as part of that, a certificate of occupancy is needed. It turns out, I can't apply for a certificate of occupancy without cancelling out the current owners certificate of occupancy. This may create a problem related to receiving necessary licenses to operate pre-close.

Because the business is owned by a sole proprietorship, the transaction is structured as an asset purchase, and the license cannot be transferred as part of the sale.

On one hand, it's kind of insignificant because the current owner is licensed and in good standing with county regulatory bodies, and I visited county officials this week, who informed me it would take 2/3 days to get necessary approval. On the other hand, I'm wondering if it is possible it causes problems with SBA financing since we technically can't get approved on licenses pre-close.

One obvious pathway is just to get very close to the effective date of SBA funding, then apply for the license and try to tie out the dates exactly (e.g., license gets approved day of funding), but would like to avoid a weird situation where I've cancelled out the seller's existing license and the transaction somehow fails in the last 48 hours...

Another potential idea is to create some sort of shared services agreement, where we use the current owner's license until we get approved for our own - I just wonder if SBA will be good with that.

Any feedback is appreciated - thanks all!

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commentor profile
Reply by a lender
from Eastern Illinois University in 900 E Diehl Rd, Naperville, IL 60563, USA
Great question. This appears to be an issue that should be able to be worked around. So long as you can prove you are in process of getting the license and there is nothing that should keep you from getting the license in short order, then most lenders will allow a small gap. I would be happy to discuss this with you in more detail. You can reach me here or directly at redacted Good luck!
commentor profile
Reply by an intermediary
from Creighton University in Los Angeles, CA, USA
^redacted‌ It's dependent on borrower-banker fit. Essentially, some banks will let it slide as long as you have a path towards a license. We might be able to help. You can check us out here [https://godealwise.com/beacon]
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