The seller, or sometimes the business transfer agent, may ask you to pay a deposit. This is unusual, but the seller may want to be satisfied the buyer really wants to the business. In other words, that you are acting in good faith.

On the other hand, in these early stages, you will only have seen a page or two of business sale particulars. Why should you pay a deposit when you know nothing about the business?

If you do pay a deposit, make sure that you are clear as to the terms under which the deposit is being paid.  For example, is it non-refundable if the deal collapses?  Get the terms agreed in writing so that the repercussions are clear to all, should the deal fall through.

There is, however, a much better way of handling this. The seller and buyer can agree to enter into a Heads of Terms Agreement (known to us as a HoT).