Gas station transaction process

1. STEP 01Initial consultation

   Deal structuring

   Define goals, budget & site criteria

   Buyer and seller (with their agent) align on price expectations, financing approach, timeline, and whether the deal includes real property only, the fuel business, or both. This is also when the property/listing is identified.

2. STEP 02Letter of intent / offer

   Deal structuring

   P&S agreement with contingencies

   Buyer submits a Letter of Intent or a Purchase & Sale Agreement, almost always contingent on due diligence, financing, and a satisfactory environmental report. Escrow is opened and the due-diligence clock starts.

3. STEP 03Title, survey & business review

   Deal structuring

   Records, leases, licenses

   Buyer's team pulls a title report and ALTA survey, and reviews any franchise or fuel-supply agreements, business licenses, equipment leases, and existing permits tied to the station.

4. STEP 04Phase I Environmental Site Assessment

   Environmental

   Historical & records review

   A licensed environmental consultant reviews historical land use, regulatory databases, and site conditions. This is standard practice for gas stations and is almost always required by lenders before they'll finance the deal.

5. STEP 05UST & Ecology records check

   Environmental

   Tank status, compliance, open cleanups

   Confirm underground storage tank registration, testing/compliance history, and whether any leak or cleanup case is open with the WA Dept. of Ecology. This usually runs alongside the Phase I ESA.

6. STEP 06 · IF FLAGGEDPhase II ESA & negotiation, if flagged

   Conditional step

   Soil/groundwater testing, price terms

   If the Phase I turns up red flags, a Phase II involves actual soil and groundwater sampling. Results often lead to renegotiated price, an escrow holdback, or a seller-funded cleanup plan before moving forward.

7. STEP 07Financing & appraisal

   Financing

   Lender underwriting & funding conditions

   The lender orders its own appraisal and typically will not fund until it has a clean Phase I (or an accepted remediation plan) and proof of adequate insurance, including pollution liability coverage where relevant.

8. STEP 08Fuel & inventory reconciliation

   Inventory

   Tank gauge reading, merchandise count

   Just before or at closing, the tanks are gauged (or dipped) to measure fuel volume on hand, and store merchandise is counted. Fuel is typically prorated at the seller's cost or the rack price on closing day, and merchandise is settled at cost — either as a purchase-price adjustment or a separate bill of sale at closing.

9. STEP 09Closing & regulatory transfer

   Closing

   Deed, permits, UST operator update

   Deed and business assets transfer at closing. The new owner/operator must be updated with Ecology (UST license), the Dept. of Revenue (business license, UST tax endorsement), and the Dept. of Licensing (fuel tax), plus utilities and any fuel-supply agreements.

Prepared as a general educational overview of a typical Washington State gas station real estate transaction. Regulatory requirements are subject to change; verify current requirements with the WA Dept. of Ecology, Dept. of Revenue, and Dept. of Licensing.

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