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Spas/Buy Existing Massage Spa


I would like to buy existing massage located in San Diego,  I have many questions if you can guide me...

1, should I form corporation to buy that spa?  I heard if I am sold proprietor buyer, I will take all troubles(lawsuit, debt, police record....) from seller, is that true?

2, where do I find the history of the spa? should I go to secretary of state to get public record?

3, do you have templete spa purchasing contract?  Besides that, what other contract do I need?

4, the purchasing contract is the "proof of ownership"?

5, should I and seller go together to notory public for signing contract and give seller payment?

6, is witness necessary when go to notory public?

7, should I need escrow service?

8. can I lay off existing exployess and hire my own without causing problem?

9, after becoming new owner, do I must close business for month waiting for police depart and health department inspection?  withouth their approval, I can't run business.  However, the business can't close, I will lose lots of clients, what should I do?

10, should I get new lease from landlord before sale agreement with seller?

Thank you for answer.

Hi Shylin -

Thank you for your questions. I will give you some general information but must say that buying a business is not a "one answer fits all" kind of issue. If you would like to discuss how I can help you as a consultant, please use the link below to schedule a free initial 20 minute phone consultation so we can determine your goals for buying the business, concerns/challenges and how I might best be of help to you in protecting your investment.

The seller should provide you from due diligence information in the form of tax returns for at least 3 years for the business to see income and profit/loss . These are usually not public record. You may also want to see reports from their point of sale system. If they are working with a broker, then the broker may already have this.

How the responsibility flows to you depends more on what you buy than how you buy it but having a corporation set up will separate you from your business in terms of debt, assets, etc., and provides some potential tax advantages. Talk to your accountant or financial advisor to determine what structure is best for you.

Regarding staff, you may handle it however you see fit. However, part of what you are buying is the relationships that are already established with existing clients so take this into account before hiring/firing.

In terms of other laws, every county/city/state is different but if you are buying an existing business, it is doubtful you'd have to go through all the inspections anew or would have to close the business. Get confirmation from the landlord that you can in fact take over the lease or get your own - this is not always possible.

Discuss contracts with the existing broker or seller but have your own attorney review. I would also suggest hiring someone familiar with this kind of industry - i.e. a consultant like me - to help you spot unexpected issues or concerns that the attorney or broker would not think of.

I hope this has been of help. I'd be happy to work with you as a consultant if it seems like a good fit for your new business.  


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Felicia Brown


I am available to answer general questions in all areas of massage therapy/spa/salon/wellness business and operations including start-up, marketing/PR, customer service, client attraction/retention, staffing issues, HR, and general business issues. I can also address specifics of most spa services, procedures and general consumer questions.


Felicia Brown, LMBT is the author of "Free & Easy Ways to Promote Your Massage, Spa & Wellness Business" and the owner of Spalutions!, ( a firm that provides business and marketing coaching and continuing education for massage, spa and wellness professionals. She is passionate about inspiring others both in and out of the massage industry with a personal philosophy and practice of sharing her knowledge and experience with others so that they may become successful in all of their endeavors. This practice of “cooperative competition” has been a cornerstone of Felicia's career ever since she became a massage therapist in 1994. She continues to apply this way of thinking in her coaching, writing and teaching. With appearances at many state, national and international conferences in the massage and spa industries, Felicia has become a sought-after speaker and educator. Additionally, she has written for and been featured in numerous trade publications including DAYSPA, Spa Magazine, Skin, Inc., Massage Therapy Journal, Massage Magazine, Massage & Bodywork, Spa Management Journal, Spa Business and Dermascope and is a contributing author for a number of books. Felicia is also a licensed and currently practicing massage therapist, Certified Guerrilla Marketing Coach and NCBTMB/FL Approved Provider. A past member of the Advisory Board for the Day Spa Association, Felicia continues to serve on the editorial advisory board for DAYSPA Magazine and provides free business and marketing advice in her columns/blogs at, (Marketing with Every Touch) and Felicia makes her home in Greensboro, North Carolina. In her spare time, Felicia is a casually competitive tri-athlete and also enjoys yoga, reading, cooking, travel, and spa/travel adventures of most any sort.

Day Spa Association; American Massage Therapy Association; Associate Bodywork and Massage Profesionals; and NCBTMB Approved Provider

DAYSPA, Spa Magazine, Skin, Inc., Massage Therapy Journal, Massage Magazine, Massage & Bodywork, Spa Management Journal, Spa Business and Dermascope as well as my two blogs and

Guilford Technical Community College - 1988; Massage Therapy Certification, Carolina School of Massage Therapy - 1994; Leadership Greensboro – (Year-long leadership training program) Greensboro, NC - 2004; Commercial Real Estate Broker Training - 2005; Spa Consultant Certification Program – Preston Spa Business Solutions - 2007; Guerilla Marketing Coach Certification – Mitch Meyerson - 2008; Extensive Continuing Education in numerous facets of business, marketing and management as well as various modalities (spa treatments, massage, energywork, skin care) in the spa industry

Awards and Honors
Over her career, Felicia has won numerous awards for her business skills and accomplishments including the 2011 Volunteer of the Year by the American Massage Conference. She was also selected as 2009 Spa Person of the Year by the Day Spa Association and 2005 Small Business Person of the Year (Greensboro Chamber of Commerce). Other awards include Top Entrepreneurs of 2009 and Top 25 Movers & Shakers of 2008 by Business Leader Magazine, 2007 National Volunteer Committee of the Year (American Massage Therapy Association), 2004 Women in Business (The Business Journal), 2003 Forty Leaders Under Forty (The Business Journal), 2003 Best Places to Work (The Business Journal), and 2005 Best Spa in Greensboro (Triad Style).

Past/Present Clients
“I recently had a meeting and an initial consultation from Felicia. She is a very genuine person and highly professional and knowledgeable in her field. Filling out her initial questionnaire alone was enough to make me start thinking differently and initiating changes/improvements to my business. If your massage business is struggling you definitely should talk to Felicia. What a great resource to have (and in my own "back yard" too!)” Roy Alderman, LMBT Alderman Massage "We are a small day spa on the Western Slope of Colorado. We started as practitioners who struggled to figure it out as we turned our practice into a day spa. Felicia has helped us to feel proud of what we have accomplished and has seamlessly become a part of our team. Her organized sessions and follow-up keep us focused and accountable. She brings to the table her knowledge both as a spa owner who has personally experienced both failures and incredible successes. That experience, along with her work with other businesses like ours allow her to provide ideas and suggestions that are consistently on-target with what we are trying to accomplish and at times seem absolutely brilliant. Cindy Donohue & Connier Trosper Main Street Essentials

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