Gas station sale checklist: what to gather and what happens next

• Business tax returns for the last three years
• Monthly profit and loss statements for the last three years and this year to date
• Fuel gallons sold by month and grade, with supplier invoices or statements to back them up
• Inside sales by category (grocery, tobacco, beer and wine, food service), ideally from POS reports
• Other income: lottery commissions, ATM, car wash, rent from tenants, rebates and incentives
• A list of owner perks and one-time costs run through the business, so buyers see true cash flow
• Current payroll summary (positions and pay, not names, until later in the process)

For how buyers turn these numbers into a price, see how much gas stations sell for.

• Fuel supply agreement, with any amendments, incentive or rebranding paybacks, and the remaining term and gallon commitments (why it matters)
• Your lease and any options to renew or buy, if you don’t own the land
• Deed, survey and any title policy, if you do own it
• Equipment leases and service contracts (POS, ATM, car wash, security, waste)
• Any franchise or brand agreement for the store or food service

• Business license and sales tax registration
• Tobacco, beer and wine or liquor licenses, and lottery agreements
• Food service and health permits, if you sell prepared food
• State tank registrations, release detection and testing records, operator training certificates and proof of financial responsibility (EPA’s federal requirements; your state may add more)
• Any release, cleanup or “no further action” letters

Tank files are where deals most often stall. Our guide to selling with old tanks or environmental issues goes deeper.

1. Value range. Know what the business and property are realistically worth before you set a price.
2. Prepare. Clean up the numbers, fix easy maintenance items and pull the file above together.
3. Market confidentially. Blind listings and NDAs keep employees, customers and your supplier from hearing too early (how).
4. Screen buyers. Ask for proof of funds or a lender pre-qualification before sharing detail.
5. Letter of intent. Agree on price, what’s included, deposit, due diligence period, financing and closing date.
6. Purchase agreement and due diligence. The buyer reviews your records, the lender orders an appraisal and usually a Phase I environmental report.
7. Financing and approvals. Lender approval, supplier consent if your fuel contract requires it, and landlord consent if you lease.
8. License transfers. Start early. Liquor and lottery approvals can take weeks in some states.
9. Closing. Fuel is gauged and inside inventory is counted the day of closing, utilities and accounts move over, and the keys change hands.

In an asset sale, buyer and seller agree how the price is split between real estate, equipment, inventory and goodwill, and each files IRS Form 8594 (IRS). That split affects your taxes, so involve your CPA before the letter of intent is signed.

Many states can hold a buyer responsible for a seller’s unpaid sales or payroll taxes unless a tax clearance is obtained, so expect the buyer’s attorney to ask for one. Your attorney and CPA should handle these details for your state.