Legal Considerations for Selling Your Campground

Before You Sign a Letter of Intent (LOI) or Term Sheet

Before you sign anything, the LOI itself needs review — specifically any exclusivity or "no-shop" period that locks you out of talking to other buyers while it's in effect.

This is also the point to run a UCC lien search and confirm your business entity is in good standing, so nothing derails diligence later. Identify every license and permit tied to the business — including a liquor license if you sell alcohol at the camp store — and flag which ones require advance notice to transfer. And if the property has any title issues, easements, or riparian/lake-access rights, those need to surface now, not during diligence.

During Due Diligence and Negotiation

If the buyer requires a Phase I Environmental Site Assessment (per ASTM E1527-21), this is when it gets coordinated and the results reviewed. Title work, surveys, and easements get reviewed here too, and anything that could cloud the buyer's ownership needs to be resolved before closing.

You'll also want advice on the asset purchase structure itself and what liability, if any, follows you after closing, and someone negotiating indemnification terms and any escrow holdback with the buyer's legal advisor. The non-compete and non-solicitation terms the buyer is asking you to sign get reviewed and negotiated here as well, and your side needs to keep responding to the buyer's legal advisor's requests to keep the deal moving.

At Closing

The asset purchase agreement gets drafted and finalized, along with the promissory note and UCC-1 security agreement if part of your price is seller-financed. Closing documents get prepared and coordinated with the title company or escrow agent, and every license and permit transfer needs to be filed or in process before you hand over the keys.

After Closing

The UCC-1 financing statement gets filed to perfect your security interest in the note. It's worth confirming the license and permit transfers were actually completed, not just filed, and understanding your rights and remedies if a note payment is ever missed. Keep a signed copy of every closing document — questions have a way of coming up later.

The Case for Hiring a Legal Advisor Who's Done This Before

A generalist legal advisor who handles contracts and real estate closings well can still miss things specific to selling a campground, and those misses tend to cost you after closing, not before. A UCC-1 filed incorrectly doesn't protect you if the buyer defaults on the note. A liquor license transfer that isn't identified early can delay closing by weeks. Liability language in the purchase agreement that isn't negotiated tightly can leave you exposed to claims tied to the buyer's operation of the business after you're gone.

"Can't I just use my regular legal advisor?" — maybe, if they've actually handled a business sale before. Ask them directly (see "Questions to Ask Before You Hire" below). If they haven't, you're paying tuition either way: either a specialist's fee now, or the cost of the smaller mistakes a generalist is more likely to miss.

It's also just faster. Someone who's handled this exact structure before can turn around a proposal and draft documents in days, not weeks, instead of learning campground-specific issues — liquor licenses, riparian rights, UCC filings — alongside you while your closing date is already on the calendar.

If You Don't Have a Legal Advisor Yet

Look for someone who can point to a specific deal they've worked on with a structure like yours — ideally an asset sale with a seller-financed note, not just a real estate closing. See "Questions to Ask Before You Hire" below for what to ask candidates, and once you've narrowed it down, use the request-for-proposal below to get a real, written scope and fee instead of a vague hourly estimate.

Copy This and Send It to Your Legal Advisor

Subject: Request for Proposal — Campground Sale (Asset Purchase)

Hi [Legal Advisor Name],

I'm in the process of selling [Business Name], likely structured as an asset sale with the buyer paying part of the price in cash at closing and the rest through a seller-financed note over [X] years.

Before I sign anything, I'd like a proposal from you covering the following:

1. Reviewing the buyer's letter of intent before I sign it, including any exclusivity or "no-shop" period

2. Running a UCC lien search and confirming my business entity is in good standing

3. Advising on the asset purchase structure and what liability, if any, follows me after closing

4. Identifying every license and permit that needs to transfer or be reissued, including the liquor license if we sell alcohol at the camp store

5. Coordinating a Phase I Environmental Site Assessment (per ASTM E1527-21) if the buyer requires one

6. Reviewing title, easements, and any riparian or lake-access rights tied to the property

7. Drafting the asset purchase agreement, including indemnification terms and any escrow holdback

8. Drafting the promissory note and UCC-1 security agreement for the seller-financed portion

9. Reviewing the non-compete and non-solicitation terms the buyer is asking me to sign

10. Preparing closing documents and coordinating with the title company or escrow agent

Please send me a written scope of work and a flat fee or fee range for the above, and a time we can meet to discuss it. At that time, I'd also like to hear about work you've already done that's similar to this.

Thank you, [Your Name]

In case you'd rather build your own request, or want to check a proposal you've already received against what a complete engagement looks like, that's exactly what the phase-by-phase breakdown above covers.

Questions to Ask Before You Hire

Have you handled an asset sale with a seller-financed note before, not just a real estate closing?

Is this a flat fee or hourly? What's the estimated range for a deal this size?

Who on your team will actually be doing this work, and what are their qualifications?

What's your availability over the next few months? Deals move fast once diligence starts.

One More Thing

This is information, not legal advice. Every deal and every state has details that change the picture, which is exactly why you're hiring a legal advisor in the first place.

If you'd like a second set of eyes on your legal advisor's proposal, or you're not sure where to start, these might help:

If you're weighing whether to sell, or you just want to talk through what a fair, honest process looks like, EverHaven is glad to have that conversation. No pressure, no games — just a straight answer to whatever you're trying to figure out.