Planning the license handoff
- Find out how your license is held: by you personally, by a partnership, or by a corporation or LLC.
- Decide with your attorney whether the deal is an asset sale or a sale of the company's stock, since that changes what the buyer files.
- Have the buyer apply with the City of Kansas City first, using the city's change of ownership checklist for a licensed location.
- Have the buyer complete the state side with the Missouri Division of Alcohol and Tobacco Control.
- Set the closing date so the buyer is licensed before it serves a drink.
Timing: The state says to allow 10 to 21 days for its stock transfer process. Local approvals add their own time, so start well before closing.
Missouri Licenses Are Not Transferable
Missouri law says a liquor license cannot be transferred or assigned, with narrow exceptions such as the death of a licensee or a partner leaving a partnership.
So a buyer doesn't take over your license the way it takes over your kitchen equipment. The buyer needs its own approval before it can sell alcohol, both from the city where you operate and from the state.
What the buyer files depends on how the deal is structured.
Asset Sale: A New Application
In an asset sale, the buyer is a new owner of the business. It applies for its own licenses as if it were opening, using your location.
The state treats a sole proprietor's change of ownership the same way: it takes an entirely new application. A partnership adding a partner also goes through a new application, while a partner dropping out has its own simpler process.
Stock Sale: A Transfer of Ownership in the Company
If your license is held by a corporation or LLC and the buyer purchases the company itself, the license holder stays the same. The ownership behind it changes.
The Division of Alcohol and Tobacco Control has a separate process for that. It says to allow 10 to 21 days. Transfers of 50% or less of the stock carry no state fee, and any new owner with 10% or more provides a certificate of good standing.
A stock sale brings its own risks for the buyer, since the company keeps its past. Your attorney will weigh that against the easier license path.
Kansas City's Part
Kansas City licenses alcohol sales at the local level. For a location that was already licensed, the city has a checklist for a change of ownership that confirms the business is eligible for a license.
Any conditions on your current license carry over to the new owner. The city also checks with the Fire Marshal's office before issuing a license at the location.
The city council has been weighing changes to how licensing works, including proposals for written notice to neighbors when a licensed business changes hands. Ask the city what is current when you start.
Building It Into the Deal
Most purchase agreements for bars and restaurants make closing depend on the buyer getting its licenses. That protects both of you: you don't hand over the keys to someone who can't serve, and the buyer doesn't pay for a bar it can't run.
- Set a realistic closing date with room for city and state approvals.
- Agree who pays license fees and any inspection costs.
- Decide what happens if approval is delayed past the target date.
- Keep your own license in good standing until the buyer's is issued.
Keeping the Doors Open Through the Change
The hardest part for many sellers is the gap. You want to stop running the place, and the buyer can't serve until it is licensed.
The simplest answer is to keep running it, under your license, until the buyer's approvals come through, then close the same day. Your staff, menu and hours stay the same, and guests notice nothing.
Some deals use a short management agreement instead. Never let a buyer serve under your license on an informal handshake. If something goes wrong, it is your license and your name on the violation.
Outside Kansas City
Suburbs such as Lee's Summit, Independence and Liberty handle local licenses through their own city halls, and Kansas side cities follow Kansas rules. The state side in Missouri stays with the Division of Alcohol and Tobacco Control.
The Other Filings
Restaurants also close out sales tax and withholding with the state and, in Kansas City, the city earnings tax. See Missouri Form 943 tax clearance for a business sale and Kansas City earnings tax final return when you sell.
Our page on selling a restaurant covers what buyers look for beyond the license.
This page is general information, not tax or legal advice. Confirm the details for your company with your CPA or attorney.
Sources include Missouri's liquor control law, the Division of Alcohol and Tobacco Control's ownership change checklist and the City of Kansas City's change of ownership checklist.
Want to know what your restaurant would bring? Send the form or call (816) 555-0167.
