For buyers

First 90 days after buying

Federal and state law current as of September 2026 — verify with counsel.

In the first 90 days after buying a cannabis business, protect the licence first and improve the business second. Take control of track-and-trace and point-of-sale access on day one, secure banking and cash handling, confirm every employee is badged and trained, run a baseline compliance audit, set up 280E-aware books with quarterly tax deposits, and delay large changes until you have clean data.

Key takeaways

  • Day one priorities are system credentials, cash custody, security codes, and insurance, because the new owner is responsible for every compliance event from the effective time.
  • Banks serving marijuana businesses verify the state licence and file ongoing reports under FinCEN's 2014 guidance, so expect to re-document the account under new ownership.
  • Massachusetts requires agents who handle or sell marijuana to finish Responsible Vendor Training within 90 days of hire; several states have similar duties.
  • Corporations that expect to owe $500 or more must pay quarterly federal estimated tax, and under 280E an adult-use operator's liability is based on roughly its gross profit.
  • Floor-plan, camera, ownership, and funding changes often need prior regulator approval, so check before you renovate or bring in a new investor.

The 90-day plan at a glance

WindowGoalMain tasks
Days 1 to 7ControlSystem access, cash, security, insurance, staff meeting, regulator notices
Days 8 to 30BaselineCompliance audit, banking, books and tax set-up, vendor calls, inventory recount
Days 31 to 60StabiliseFix audit findings, tighten cash and inventory controls, review pricing and purchasing
Days 61 to 90ImproveFirst deliberate changes, budget reset, seller transition wrap-up, claims review

The order matters. A new owner who starts with a rebrand and ends with a notice of violation has the sequence backwards.

Days 1 to 7: take control

Systems. Make yourself or a trusted manager the administrator in the state track-and-trace system and the point-of-sale. Remove the seller’s and departed employees’ users. Anything recorded under a login is attributed to the licensee, and that is now you.

Cash and security. Count cash with a witness, change safe combinations and alarm codes, and confirm camera coverage and recording retention meet state rules. Walk the premises against the diagram on file with the regulator.

Insurance. Confirm property, liability, product, and workers’ compensation cover are bound in the new owner’s name from the effective time.

People. Meet all staff on the first day. Verify that every employee’s badge or agent card is current and valid under the new ownership; see employee transfer and agent badges.

Regulator. Diary every deadline. In California, for example, new-owner information is due within 14 calendar days of an ownership change where the rule allows operation during review. Post the licence and approval as required.

Days 8 to 30: set the baseline

Run your own compliance audit

Diligence told you what the seller disclosed. Now you can see everything. Within the first month:

  1. Do a full physical inventory and reconcile it to the tracking system, item by item.
  2. Review standard operating procedures against current rules, not the rules in force when they were written.
  3. Check packaging, labelling, and testing records for product on the shelf.
  4. Test age verification and purchase-limit controls at the register.
  5. Review waste logs, visitor logs, and transport manifests.

Write down what you find, with dates. If a historic problem surfaces later, a dated record showing you found and fixed it quickly is your best position with the regulator. It is also your evidence for an indemnity claim; see reps, warranties, and compliance indemnities. The audit scope mirrors a compliance audit before a sale.

Banking

Do not assume the seller’s account carries over. Under FinCEN’s 2014 guidance, a bank serving a marijuana-related business is expected to verify the licence with the state, review the licence and application materials, understand the owners, and file ongoing suspicious activity reports. New owners mean new due diligence. Expect to supply ownership documents, the approval letter, source-of-funds records, and financial statements, and expect monthly fees well above a normal business account. The process is covered in opening a bank account after acquisition and cash handling and payment processing.

Books and tax

Set up the accounting for 280E from the first day, not at year end.

  • Under IRC 280E, adult-use operations cannot deduct ordinary expenses, so cost accounting that correctly captures cost of goods sold is worth real money.
  • Since 28 April 2026, marijuana under a state medical licence is in Schedule III. If you sell both medical and adult-use, your books need to separate the two activities so expenses can be apportioned.
  • The IRS says corporations generally must make quarterly estimated payments if they expect to owe $500 or more, and an underpayment penalty applies when payments are late or short. Under 280E the liability is far larger than book profit suggests, so base deposits on a 280E calculation.
  • Calendar the state excise and sales tax filing dates. These are trust taxes collected from customers. Falling behind on them is how many cannabis businesses end up in distress.

Illustrative monthly tax reserve for an adult-use store, at an assumed 21% federal rate:

ItemAmount
Monthly sales$300,000
Monthly gross profit at 45%$135,000
Federal income tax reserve at 21% of gross profit$28,350
Book profit before tax, for comparison$35,000
Share of book profit consumed by federal taxAbout 81%

Move the reserve into a separate account each month. More detail is in 280E explained for buyers and sellers.

Vendors and customers

Call the top ten suppliers or wholesale customers yourself. Confirm terms, outstanding balances, and who their contact is now. In wholesale businesses, confirm receivables in writing.

Days 31 to 60: stabilise

Fix what the audit found, highest regulatory risk first. Inventory discrepancies and camera gaps come before paperwork tidying.

Training. Some states set a clock. In Massachusetts, owners, managers, and employees who handle or sell marijuana must complete Responsible Vendor Training within 90 days of hire. Even where it is optional, put every manager through the state’s compliance course.

Controls. Daily cash reconciliation, two-person vault access, weekly cycle counts of high-value stock, and monthly review of voids, discounts, and returns by employee. Theft in cannabis retail is mostly internal and mostly small, until it is not.

Margins. With 30 to 60 days of your own data, review gross margin by category, discount levels, and purchasing. Use sector figures in cannabis benchmarks as a reference, not a target.

Seller transition. Use the seller’s contracted hours while you have them. Get vendor introductions, the history behind any odd practices, and local relationships handed over. Scope is covered in transition period and owner training.

Days 61 to 90: improve, carefully

Now make changes, one at a time, with approval where required.

  • Premises and security changes often need the regulator’s prior sign-off. Washington uses a cannabis alteration request for changes to an approved floor or operating plan.
  • New money can need approval too. The same Washington schedule requires an application before a licensee accepts additional funding from a new financier. Bringing in an investor in month three without checking is a common and serious mistake.
  • Name and branding changes may require state and city filings.
  • Reset the budget using your own numbers, including the tax reserve, debt service on any seller note, and capital spending the seller deferred.
  • Review claims. Most purchase agreements set deadlines and minimum amounts for indemnity claims. List what you have found, price it, and give notice within the contract’s terms. Working-capital or inventory true-ups usually fall due in this window.

Early mistakes to avoid

  • Letting the seller keep administrator access “to help out”.
  • Paying vendors or staff in untracked cash because the bank account is not ready.
  • Cutting the compliance role to save payroll.
  • Missing the first excise tax filing because it was on the seller’s calendar, not yours.
  • Making three changes at once and not knowing which one moved sales.

This is general education, not legal, tax, or compliance advice. State deadlines and approval requirements vary, so build your calendar from your own state’s rules and your approval letter.

Frequently asked questions

What is the first thing to do on the day I take over?

Secure access. Change administrator rights in the state tracking system and point-of-sale, change alarm codes and safe combinations, confirm who holds keys, and count cash. Then confirm insurance is in force and the approval letter and licence are posted as the state requires. Everything after the effective time is on your record.

Should I change the store name, menu, or prices straight away?

Usually not. Customers and staff are already unsettled by a sale. Trade names and signage can need state or city approval, and price or menu changes before you understand margin by product can cost sales. Run the business as it was for a month, collect clean data, then change one thing at a time.

How do I keep key employees from leaving?

Talk to them on day one, in person, about what is and is not changing. Confirm pay and schedules in writing, fix any obvious payroll problems quickly, and consider retention bonuses for the general manager, head grower, or compliance lead, paid at 90 and 180 days. Make sure their badges remain valid under the new ownership.

Do I need to tell the regulator anything after closing?

Often yes. Some states require notice that the approved transaction closed, along with final documents. Changes of managers, officers, or designated contacts typically carry their own notice deadlines. Put every reporting deadline from the approval letter and the rules into a calendar in the first week.

When can I renovate or expand the premises?

After you have checked what needs approval. Many states require prior approval for changes to the licensed premises diagram, including walls, doors, limited-access areas, and camera placement, and cities may need permits. Washington, for instance, uses an alteration request for changes to an approved floor plan. Unapproved changes are a common early violation.

Sources

  1. FinCEN — FIN-2014-G001, BSA Expectations Regarding Marijuana-Related Businesses (14 February 2014) — https://www.fincen.gov/resources/statutes-regulations/guidance/bsa-expectations-regarding-marijuana-related-businesses
  2. Massachusetts Cannabis Control Commission — Responsible Vendor Training — https://masscannabiscontrol.com/applicants-licensees/responsible-vendor-training/
  3. Internal Revenue Service — Estimated taxes — https://www.irs.gov/businesses/small-businesses-self-employed/estimated-taxes
  4. Internal Revenue Service — Underpayment of estimated tax by corporations penalty — https://irs.gov/payments/underpayment-of-estimated-tax-by-corporations-penalty
  5. Cornell Legal Information Institute — 26 U.S.C. 280E — https://www.law.cornell.edu/uscode/text/26/280E
  6. Federal Register 2026-08176 — Placement of certain marijuana in Schedule III (28 April 2026) — https://www.federalregister.gov/d/2026-08176
  7. Washington State Liquor and Cannabis Board — LIQ 1387 fee sheet: alteration request, additional funding (June 2026) — https://lcb.wa.gov/sites/default/files/2026-06/LIQ-1387-Cannabis-License-Fee-and-Description-Sheet.pdf
  8. California Code of Regulations, Title 4, 15023 — Ownership changes (Cornell LII) — https://www.law.cornell.edu/regulations/california/4-CCR-15023