Business Formation & Governance

Forming the entity is the easy part. What protects you is the paperwork underneath it: who owns what, who decides what, and what happens when someone wants out.

Talk about your business

Structure, governance and the agreements between owners.

Entity selection and formation. LLC, corporation, or something else, chosen against how you will be taxed and who will own it. Forming the entity does not protect your brand name; that takes a federal trademark registration.
Operating agreements. The document that decides voting, distributions, transfers, deadlock and exit before any of those become a fight.
Partnership agreements. For businesses with more than one owner, which is where almost every avoidable dispute begins.
Business structuring. Holding companies, related entities and the separation that keeps one problem from reaching everything you own.
Purchase and sale of businesses. Letters of intent, due diligence, asset and equity purchase agreements, and closing. Buying or selling, the structure decides who carries the liabilities.
Business transactions. Contracts, buy-ins, buy-outs and the ordinary commercial agreements a growing company signs.

The smartest legal investment you will make

A well-drafted operating agreement is a fraction of the investment it takes to litigate the question it would have answered. We have yet to meet an owner who regretted writing down what happens if a partner leaves, divorces, dies or simply stops showing up.

Buying or selling a business

Most of the risk in a deal is decided before anyone signs, in two places: how the transaction is structured, and what the buyer finds in diligence. An asset purchase and an equity purchase move very different liabilities across the table, and sellers routinely accept the buyer's structure without understanding what it costs them at tax time.

If you own a business and have not thought about what happens to it when you are gone, that is business succession planning, and it belongs on the same list.

Common questions

Should I form an LLC or a corporation in Florida?

It depends on how you intend to be taxed, whether you plan to raise outside investment, and how many owners are involved. An LLC is the right answer for most Florida small businesses, but it is a real analysis and not a default.

Do I need an operating agreement if I am the only member of my LLC?

Florida does not require one, but a single member LLC without an operating agreement is far easier to attack as an alter ego of its owner. The agreement is part of what keeps the liability shield intact.

What happens if my business partner and I disagree and there is no written agreement?

Florida's default statutory rules apply, and they are almost never what either partner would have chosen. Most partnership disputes we see are not about bad faith, they are about two people who never wrote down what would happen in this exact situation.

Can you help me buy or sell a business?

Yes. That work usually involves a letter of intent, due diligence, an asset or stock purchase agreement, and the closing documents, plus decisions about which liabilities transfer. Whether the deal is structured as an asset sale or an equity sale changes the tax treatment and the risk, and it is worth deciding deliberately rather than accepting whatever the other side drafted.

Can you help with a business I already formed?

Yes. A good share of our work is cleaning up entities that were formed through an online service with no governing documents, no clear ownership record, and no plan for what happens when someone leaves.