Buying a restaurant in Singapore – takeover checklist

Buying a Restaurant in Singapore: The Takeover Checklist

Taking over a running restaurant can get you open months faster than building one, with a kitchen, a lease and regular customers already in place. It can also leave you with a tired fit-out, a lease about to expire and a seller’s debts. This guide covers what to check before buying a restaurant in Singapore, in the order that saves you the most money.

1. Decide what you’re actually buying

There are two ways to buy, and the choice affects almost everything below.

Buying the shares. You take over the company as it is: its lease, licences held in the company’s name, staff, work pass quota, contracts and any liabilities, including ones you don’t know about yet. It’s usually faster, but due diligence has to be thorough.

Buying the business assets. You buy the equipment, fit-out, brand, recipes and goodwill into your own company. You leave the old liabilities behind, but you have to re-apply for licences, get the landlord to agree to a new lease or assignment, and build your own work pass quota.

Many small restaurant deals are asset purchases. Ask the seller early which structure they’ll accept.

2. The lease comes before the menu

A great restaurant with 14 months left on its lease is a 14-month business. Get the full tenancy agreement and check:

  • Remaining term and any option to renew, and on what terms
  • Whether the landlord must consent to an assignment or change of shareholders
  • Rent review clauses, turnover rent and service charges
  • Reinstatement obligations: you may have to strip the unit back to bare shell when you leave, which can be expensive
  • Approved use: the unit must be approved for restaurant use by URA, or HDB for HDB shops

Speak to the landlord before you pay a deposit. Their attitude to a new tenant is part of what you’re buying.

3. Verify the numbers three ways

Restaurant accounts are easy to dress up. Cross-check what the seller tells you against:

  • POS reports for at least 12 months, by month and by channel (dine-in, takeaway, delivery apps)
  • Supplier invoices. Food cost should make sense against claimed sales.
  • Bank statements and GST returns, if the company is GST-registered

Look closely at delivery platform sales. The commission cuts margins, and a restaurant that relies on one platform’s promotions can lose sales quickly. Then work out true profit after paying a market salary to whoever runs the place day to day. Our guide to valuing a Singapore F&B business walks through the numbers buyers look at.

4. Licences start again under a new owner

An SFA food shop licence can’t be transferred. If the licensee changes, the new operator applies for a fresh licence through GoBusiness with a layout plan. It’s S$195 for a year, and SFA says it reviews applications within about seven working days. If the restaurant serves alcohol, check who holds the liquor licence. New applications go to the Police through GoBusiness, need landlord approval and take about three weeks. Plan the handover date around both so you never trade without a valid licence.

If the restaurant is halal-certified, find out what it takes to keep the certification under new ownership before you rely on halal customers.

5. Staff, quota and your obligations to employees

A restaurant is only as good as its kitchen team. Find out who the head chef is and whether they’re staying. If they’re leaving, get the recipes documented and consider a paid handover period.

Under Singapore’s Employment Act, when a business is transferred, affected employees move to the new owner on terms that can’t be less favourable, and the seller must notify them in reasonable time. Budget for their existing leave, salaries and benefits.

Check the work pass position carefully. MOM calculates foreign worker quota from a company’s average local CPF headcount over the last three months. In the services sector, S Pass holders are capped at 10% of total workforce. If you buy assets into a new company, you won’t inherit the seller’s quota. Plan how you’ll staff the kitchen from day one.

6. Inspect the kitchen like you’ll pay for every repair

Because you will. Bring someone who knows commercial kitchens to check exhaust and hood systems, grease traps, walk-in chillers, gas lines and wiring. Ask whether any equipment is leased rather than owned, and whether leases or supplier contracts have minimum terms. Ask about recent SFA inspections and any enforcement action.

7. GST and the sale agreement

If the seller is GST-registered and you buy the business assets, the sale may not attract GST if it qualifies as a transfer of a business as a going concern. IRAS sets conditions for this. Among them, you must carry on the same kind of business, and you must already be GST-registered or become registered on the transfer. Get your accountant to confirm before you sign, because getting it wrong adds 9% to the price.

The sale agreement should cover exactly which assets are included, who pays debts owed before completion, a non-compete for the seller, handover support and what happens if the landlord refuses consent. Use a lawyer. It costs little compared with the deal.

Restaurant takeover checklist

  • Share purchase or asset purchase agreed
  • Lease: term, renewal, landlord consent, reinstatement costs
  • Approved restaurant use confirmed
  • 12+ months of POS sales matched to invoices and bank statements
  • Head chef and key staff plan; employee obligations costed
  • New SFA and liquor licence timeline
  • Work pass quota plan
  • Kitchen equipment inspection
  • GST treatment confirmed by an accountant
  • Sale agreement reviewed by a lawyer

Going deeper? Use our full due diligence checklist. Looking at a smaller format instead? Read buying a cafe in Singapore.

Restaurants for sale on BizSales.sg

Browse F&B businesses for sale in Singapore, including restaurants ready for takeover, and contact sellers directly with no commission. Selling your restaurant? List it free, and anonymously if you prefer.

This article is general information, not legal, tax or financial advice. Rules and fees change, so confirm current requirements with SFA, the Singapore Police Force, URA, HDB, MOM and IRAS, and get professional advice before you buy.

Frequently asked questions

Should I buy the restaurant’s shares or its assets?

Buying shares takes over the company with its lease, licences, staff, quota and any hidden liabilities. Buying assets leaves old liabilities behind, but you must re-apply for licences, get the landlord’s consent and build your own work pass quota. Many small restaurant deals are asset purchases.

Can restaurant licences be transferred when I buy a restaurant?

No. An SFA food shop licence cannot be transferred, so the new operator applies for a fresh one through GoBusiness. A liquor licence also needs a new application to the Police. Plan the handover so you never trade without valid licences.

What happens to the staff when a restaurant is sold?

Under Singapore’s Employment Act, when a business is transferred, affected employees move to the new owner on terms no less favourable, and the seller must notify them in reasonable time. Budget for their existing leave, salaries and benefits.

Is GST payable when buying a restaurant business?

If the seller is GST-registered and you buy the business assets, the sale may be outside GST if it qualifies as a transfer of a business as a going concern under IRAS conditions. Have your accountant confirm before you sign.

Related guides

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