Before you wire money into a Florida business, buy into a partnership or sign on as a co-owner, you are betting on two things: that the business is what it appears to be, and that the people running it are who they say they are. Accountants examine the numbers and attorneys examine the documents. Investigative due diligence examines the people and the facts behind both. This guide covers what to check before investing in a Florida business or partner, what you can do yourself, and where a licensed investigator adds value.
What investigative due diligence covers
Financial due diligence asks whether the numbers add up. Legal due diligence asks whether the contracts and structure protect you. Investigative due diligence asks a simpler question: is everything you have been told true? That means verifying identities, histories, relationships, litigation, assets and reputation, using public records and lawful field work. It is most valuable before money moves, because afterward your options narrow to lawsuits and recovery efforts.
Start with the entity: what Sunbiz can tell you
Florida corporations, LLCs and limited partnerships are on file with the Florida Department of State’s Division of Corporations (Sunbiz). You can search by name, officer or registered agent, FEI/EIN, document number, ZIP code and street address, and the same system covers fictitious names and judgment liens. Look for:
- Filing dates and status. Does the company’s age match the story you were told? Is it active, or was it dissolved and later revived?
- Officers and managers. Are the people you are dealing with actually listed? Are there names nobody mentioned?
- Registered agent and addresses. A principal address at a virtual office or a residence is not automatically a problem, but it should match what you were told.
- Other entities. Searching by an officer’s name can show every company that person is connected to, including the ones that failed.
- Fictitious names and liens. A “doing business as” name can obscure the real owner, and a judgment lien can reveal unpaid creditors.
Sunbiz tells you what was filed, not whether it is true. It is the starting point, not the answer.
Look at the people, not just the paperwork
Most investment losses come down to people. Before you commit, you want to know about each principal:
- Identity and history: confirming the person is who they claim to be, with the education and career they describe.
- Litigation: prior lawsuits by former partners, investors, landlords or customers. The Miami-Dade Clerk of the Court and Comptroller offers an online civil, family and probate search; every other Florida county has its own clerk, and an out-of-state history means out-of-state courts.
- Prior ventures: businesses that closed, especially any that closed owing money.
- Criminal history, with particular attention to fraud, theft and financial offenses.
- Reputation: what former partners, employees and vendors say when someone asks them directly.
A background investigation on each principal is the core of any due diligence file.
Verify every license and registration that matters
If someone is selling you a security, managing your money or pitching an investment opportunity, find out whether they are registered to do it. The Florida Office of Financial Regulation lets the public use its REAL system to verify broker-dealer and investment adviser firms, linked from its Verify a License page. For a contractor, a medical practice, a real estate business or any other licensed trade, confirm the license directly with the issuing state board, and confirm that it belongs to the person or company you are actually dealing with.
Test the story behind the business
A pitch deck describes the business the founder wants you to see. Due diligence checks the claims that can be checked:
- Does the business operate at its listed location, and does the activity there match its claimed size?
- Do the “key clients” and “strategic partners” confirm the relationship?
- Are the assets the business says it owns actually titled in its name? An asset check can compare public property and lien records against what you were shown.
- Does the online footprint match? Reviews, press coverage, archived websites and social media often tell a different story from the pitch.
Red flags that deserve a closer look
- Pressure to commit quickly, or a deadline that appears only once you start asking questions.
- Reluctance to share documents, or documents that cannot be independently verified.
- A principal whose name appears on a string of dissolved companies.
- Undisclosed lawsuits, liens or judgments.
- Requests to send money to an account that is not in the business’s name.
- Credentials or registrations you cannot confirm with the issuing body.
One red flag does not always mean fraud. Several together mean you should slow down before any money moves.
What a licensed investigator can and cannot do
A Florida-licensed investigator can search public records across jurisdictions, verify histories with primary sources, interview people who know the principals, and conduct lawful observation. What an investigator cannot do matters just as much. Federal law prohibits obtaining a customer’s financial institution information through false statements (15 U.S.C. § 6821), so private bank balances are not part of a lawful pre-investment check. Florida licensees must also keep client information confidential: unauthorized release of information gathered in regulated work is a ground for discipline under s. 493.6118, F.S. Your inquiry stays between you and your investigator.
How due diligence fits with your attorney and CPA
Investigative findings are most useful in the hands of the professionals structuring the deal. Your attorney can use them to negotiate representations and warranties, escrow terms or walk-away rights. Your accountant can use them to test the assumptions behind the financials. Many investors bring in an investigator after the letter of intent and before closing, when there is still time to act on what turns up. If you are working through counsel, we also support attorneys directly.
When to start
The best time is before you sign anything binding or wire a deposit. Even a focused check on the principals and the entity can surface issues worth raising at the negotiating table. Our corporate due diligence team scopes the work to the size of the investment and the time you have, and if something looks like it has already gone wrong, our fraud investigations pick up from there.
Miami Private Investigations