Steps to buying a restaurant | food service business in the United States:

These are requirements common to buying a restaurant or food service business anywhere in the United States. Of course, you will need to do your search for each of these steps in the state and municipality where you will be doing business. One common thread in every U.S. state is the need for a business license that will include an EIN number that is registered with the United States Internal Revenue Service.

Obtaining an Employer Identification Number (EIN) is a free process. The fastest way to get one is to use the official IRS EIN Application, which issues your number immediately after validation.

• Form your entity first: Ensure your LLC, corporation, or partnership is officially registered with your state before applying for an EIN.

• Identify the responsible party: You will need the Social Security Number (SSN) or Individual Taxpayer Identification Number (ITIN) of the person controlling the business.

• Time limit: The application must be completed in one session, as partial drafts cannot be saved and will time out after 15 minutes of inactivity.

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How to buy a restaurant in the Virginia, Maryland or Washington DC areas?

1) Choose where the restaurant is (DC vs MD vs VA)

The licensing path depends on the state/city where the restaurant operates.

• Start with the municipality’s business licensing + health/food licensing.

  • VA. has the Virginia State Corporation Commission to license your business. Depending on your food handling and location, you will be regulated either by the Virginia Department of Health (VDH) or the Virginia Department of Agriculture and Consumer Services (VDACS).

  • MD. steps to license your food business in Maryland include: Register your LLC or Corporation with the Maryland Department of Assessments and Taxation (SDAT). Register with the Comptroller of Maryland to collect sales tax. Consult the Maryland Department of Health Permanent Food Service Facility Licensing portal.

  • DC has a Business Licensing Division and a DC portal for business license activities. (dlcp.dc.gov)

• If you are going to serve alcoholic beverages, make sure to check the licensing requirements for each.

  • Virginia Alcoholic Beverage Control Authority (Virginia ABC)

  • Maryland Alcohol, Tobacco and Cannabis Commission (Maryland ATCC)

  • DC Alcoholic Beverage and Cannabis Administration (ABCA).

2) Do “restaurant-specific” due diligence before you pay

Using SBA and common acquisition checklists as a base, you’ll want to verify:

• Financials: tax returns, profit & loss, cash flow, and any “add-backs.”

• Operations & liabilities: lease terms, equipment condition, ongoing vendor contracts.

• Legal risks: lawsuits, unpaid taxes, compliance history.

• People: employee agreements, payroll obligations, key staff dependency.

• Environmental / property risks if you’re buying real property or it’s relevant. (sba.gov)

Restaurant tip: Ask for (or request) health inspection history and any documentation of prior compliance issues.

3) Structure the deal (asset purchase vs stock purchase)

Most restaurant buyers prefer an asset purchase structure to limit exposure to the seller’s unknown liabilities, but you should confirm with a business attorney.

4) Make a deal plan with milestones (LOI → diligence → approvals → closing)

A typical flow is:

1. Identify targets (brokers/industry connections)

2. NDA + initial review

3. Letter of Intent (LOI)/term sheet (non-binding, but sets structure + diligence period)

4. Due diligence

5. Financing (SBA options are common)

6. Finalize purchase agreement

7. License/permit transfer approvals

8. Close + transition

5) Build your team (don’t do this alone)

At minimum:

• Restaurant/commercial attorney (for the deal + license transfer mechanics)

• CPA (for tax + quality-of-earnings style review)

• Insurance agent (liability + property + workers comp)

Metropolitan Restaurant Brokers has extensive experience in these markets and can help you navigate all the steps in these processes.

Quick questions so I can tailor the steps to you

1. Is the restaurant you’re considering in Washington, DC, Maryland, or Virginia?

2. Will you be serving alcohol after the purchase?

3. Are you buying an existing operating restaurant (turnkey) or a closed/transfer-of-location situation?

Answer those and we’ll outline the exact licensing/approval sequence and a closing timeline you can use with your lawyer.