Business Transactional

§1

Structure It Right the First Time

Starting a business in Florida is easy. Starting one that's properly structured, with liability protection, clear partner expectations, and contracts that actually hold up in court, requires legal counsel that understands what goes wrong. Because we litigate the disputes that arise from poor business structures, we know exactly where to reinforce the foundation.

§2

Entity Formation

Choosing the right business entity, LLC, S-Corp, C-Corp, or professional association, impacts your personal liability, tax obligations, and operational flexibility. We don't just file paperwork with the Florida Division of Corporations; we advise on the structure that makes sense for your industry, your risk profile, and your growth plans.

Florida LLCs are governed by the Revised Limited Liability Company Act (Ch. 605, Fla. Stat.), corporations by the Florida Business Corporation Act (Ch. 607), and licensed professionals practice through Professional Service Corporations under Ch. 621. Each statute has its own rules on member/shareholder rights, derivative actions, dissolution, and manager duties, and picking the wrong chapter for your situation is one of the most expensive mistakes in Florida business law.

§3

Operating & Shareholder Agreements

An operating agreement is the “business prenup” between partners. It defines capital contributions, profit distributions, decision-making authority, and, critically, what happens when someone wants out. Under § 605.0105, Fla. Stat., a Florida operating agreement overrides most of the default rules in Ch. 605, but only as to the provisions it actually addresses, which is why a poorly drafted (or missing) operating agreement leaves you at the mercy of statutory defaults. We draft agreements that address the scenarios most founders never think about: disability, death, deadlock, and divorce. Having litigated partnership disputes, we know which provisions prevent fights and which ones invite them.

§4

Contract Drafting & Review

Every contract your business signs is either protecting you or exposing you. We draft and review vendor agreements, service contracts, independent contractor agreements, NDAs, and licensing deals with a focus on clarity and enforceability. Our approach: make sure you get paid, limit your downside, and build in dispute resolution mechanisms that keep you out of court when possible.

§5

Asset Purchase Agreements

Buying or selling a business involves due diligence, allocation of liabilities, representations and warranties, and post-closing obligations that can create exposure for years. We structure asset purchase agreements that protect our clients on both sides of the transaction.

§6

Outside General Counsel

For small and mid-size businesses that need ongoing legal guidance without the overhead of an in-house attorney, we serve as outside general counsel. This means we're available for the day-to-day questions, reviewing a contract before you sign it, advising on an employment issue, helping you navigate a regulatory requirement, without a retainer that doesn't match your volume.