Forming a business entity in Florida typically includes:

1. Selecting and reserving a business name that complies with Florida naming requirements and is available through the Florida Division of Corporations (Sunbiz).
2. Filing formation documents such as Articles of Organization (for LLCs) or Articles of Incorporation (for corporations) with the state.
3. Appointing a registered agent with a physical Florida address to receive legal and state correspondence on behalf of the business.
4. Drafting an operating agreement or bylaws that govern ownership percentages, management authority, profit distribution, voting rights, and procedures for adding or removing owners.
5. Obtaining an Employer Identification Number (EIN) from the IRS for tax reporting, hiring employees, and opening business bank accounts.
6. Addressing licensing and permitting requirements specific to the industry and municipality where the business will operate.

A properly drafted operating agreement or set of bylaws is especially important. Many new business owners rely on generic templates that fail to address what happens if a partner wants to leave, if the business needs additional capital, or if owners disagree on a major decision. We work with clients to build these documents around the realities of how their business will actually operate, not just to satisfy a state filing requirement.

Contracts define the rights, responsibilities, and expectations between a business and everyone it works with, including customers, vendors, contractors, employees, landlords, and partners. A contract that is vague, incomplete, or unbalanced can create costly disputes down the road. We draft and review a wide range of business contracts, including:

• Vendor and supplier agreements
• Independent contractor and service agreements
• Client and customer agreements
• Partnership and shareholder agreements
• Non-disclosure agreements (NDAs) and confidentiality agreements
• Non-compete and non-solicitation agreements (subject to Florida's specific enforceability standards)
• Commercial lease agreements
• Employment agreements and independent contractor classification agreements
• Real estate business contracts, including purchase and sale agreements for commercial and residential investment properties, as well as leases tied to business operations

As businesses grow, they often need legal guidance for transactions that go beyond day-to-day operations. We provide support for:

• Business purchases and sales, including asset purchases and equity/membership interest purchases
• Mergers and business combinations
• Commercial real estate transactions tied to business operations, such as purchasing or leasing a location
• Due diligence review, including examining contracts, licenses, financial records, and liabilities before a transaction closes
• Negotiation of transaction terms, including purchase price structure, representations and warranties, and post-closing obligations
• Financing and investment-related agreements, including terms tied to loans, capital contributions, or bringing on new owners
  

Whether you are buying an existing business, selling one you built, or expanding through a new commercial agreement, the transaction documents need to accurately reflect what both parties agreed to and protect against liabilities that may not be immediately visible, such as pending disputes, undisclosed debts, or licensing gaps. Our role is to help clients move through these transactions with accuracy, compliance, and a clear understanding of what they are agreeing to before it becomes final.

Not every business dispute needs to go to court. Depending on the situation, resolution options may include:

1. Direct negotiation between the parties, often the fastest and least expensive path
2. Mediation, where a neutral third party helps facilitate a resolution without formal litigation
3. Arbitration, if the underlying contract requires it, resulting in a binding decision outside of court
4. Litigation, when a resolution cannot be reached and the matter needs to be decided by a court

We help clients evaluate which approach fits their situation, weighing the cost, timeline, and business relationship considerations involved, while working to protect their legal position and commercial interests throughout the process.