An asset purchase agreement is a contract that details the terms for purchasing assets from another business while limiting liability for the seller’s debts and claiming certain tax advantages. It can be a complex transaction for which a business owner needs solid legal advice, to shield them from unintended consequences. Finding a qualified business attorney…
Trusting your business partner is a good thing, but an oral agreement isn’t enough to sustain a business when complicating factors arise. Disagreements, departure, illness, or a takeover offer can quickly disrupt a partnership that was skating along without formalities. Consulting a business attorney experienced in Florida law is key to establishing a strong foundation…
When consumer demand and your business plan align, things can take off—suddenly your sole proprietorship or LLC is in growth mode. To take advantage of this transformation, converting to a corporation may be your route to greater success. Fortunately, making the switch is not only possible, but the State of Florida makes the process straightforward…
A lot of work, research, and commitment goes into the lead-up to a business sale transaction. Putting everything in writing protects the parties, clarifies expectations, and makes the deal enforceable. In Florida, business sale agreements can involve a variety of contracts — from asset and real estate transfers to employment agreements — and must comply…
When you create a business the corporate structure that you decide upon dictates the way income is divided, taxes are paid, and some of the regulatory oversight your company must follow. You need more than a product or service to sell–it’s critical to know which reports to file and licenses to hold. A qualified business…
Due diligence is the multi-step process of determining the fair market value of a business by examining its financial, legal, and regulatory health and to uncover potential risks or liabilities that impact a purchase or sale. When properly carried out, due diligence should assure lenders, stockholders, and partners that the price of a business represents…
It’s exciting—and a little overwhelming–to start a business with a partner. Whether it’s your first-ever foray into business or something you’ve done dozens of times, attention to detail is critical. Your business will benefit from the steady counsel of a qualified business attorney, who will make sure that your liabilities are covered for the normal…
An operating agreement is a foundational document for an LLC, or limited liability company. The contents of your business’s operating agreement should accurately reflect the way your business functions as well as providing important liability protections. These documents guard against disputes arising between business managers, which can be time-consuming and costly to resolve. When setting…
It’s never been easier to create or more profitable to buy or sell a business in Florida. The state’s pro-business environment and strong economy support all types of ventures. But knowing the steps—and potential pitfalls—along the path is key to your success. Your first step is separating the experienced, knowledgeable business attorneys from newcomers who…
There are several million active businesses in Florida, and many are purchased and sold every day, consolidating industries and creating new opportunities. Most of these transactions begin with a letter of intent (LOI), which creates the framework of an agreement to sell some or all of another business. When seeking to buy or sell a…
Real estate other than your primary residence is often considered an investment. When it comes time to sell items held for investment purposes, capital gains taxes are due on any profit. Although Florida does not have income tax and hence no capital gains tax, the federal government (Internal Revenue Service) does. Those seeking to grow…
Corporate governance is the structure that provides businesses with a framework for growth and problem-solving. Even small, family-run niche businesses can benefit from a specific corporate structure. Governance structures determine your personal liability, taxes paid, and the recordkeeping required. It can also impact decision making, accountability, and risk management. It can be simple, such as…
The Sunshine State has made strides to be more pro-businesses, including completely eliminating sales tax on commercial real estate rentals. The move is expected to reduce state revenue by $1.146 billion annually but boost the coffers of small businesses and potentially lead to a building boom. The only state in the U.S. to uniformly apply…
Supply chain management took on new importance with the international tariffs that were threatened or implemented in 2025. Suddenly businesses are looking at ways to pre-purchase and stockpile supplies, to reduce costs, find new sources of goods, or route items through different countries. Alternatively, many are examining ways to pass the tariff costs on to…
When a property has the location and amenities that your business needs, it’s easy to overlook the fine print: the details in your lease agreement. But these details can trip you up, cost money, and create headaches. Some of the reasons to negotiate the terms of a commercial lease include: When you’re running a business,…
New and existing employees are often asked to sign lots of paperwork when hired by a new employer. These include NDA and noncompete agreements, which have different purposes and enforcement rules. An employee’s grasp of the laws behind the paperwork is usually unclear until they plan to leave the company and are made aware of…
Latin phrases have been used in law for centuries. Latin was once the language of the Roman Empire, and as the legal system evolved, many Latin phrases became ingrained in legal terminology. While most legal terms have been translated into English, Latin phrases remain in use, adding a touch of tradition and formality to legal…
An operating agreement is a contract that controls your LLC’s operations as well as member interaction with each other and with the LLC. You may think that an operating agreement is not necessary for your single-member LLC – after all – why make an agreement with yourself? Is the Operating Agreement a Legal Requirement? No,…
In the world of business, contracts are fundamental in defining relationships, obligations, and expectations between parties. A legally binding contract ensures that all parties involved are held accountable and provides a mechanism for recourse if the terms are breached. However, not all contracts automatically have legal standing. Understanding how to determine if your business contract…
Why is Brand Protection Important? Key aspects of brand protection include: Failure to take appropriate steps in any of these areas could jeopardize brand rights and value. If rights are weakened or lost, you may not be able to prevent the brand from being used by competitors. What is a Brand? Brands are distinctive identifiers…
Generally, a corporation in Florida that wishes to dissolve must file with the Division of Corporations (DOC) articles of dissolution signed by an authorized officer of the corporation. The articles of dissolution must include 3 basic pieces of information: the name of the corporation, the date the corporation authorized the dissolution, and (if the dissolution…
Dealing with an employee lawsuit can be a challenging and stressful situation for any employer. It’s essential to handle such situations carefully and in compliance with the law. Here are some key steps to consider if you find yourself facing an employee lawsuit. Remember, each employee lawsuit is unique, and the steps outlined here are…
In the world of mergers and acquisitions (M&A), one of the crucial decisions buyers and sellers must make is whether to structure the deal as an “Asset Purchase” or an “Entity Sale.” (Note here: An “Entity Sale” can also be called an “Equity Sale,” and the terms largely interchangeable.) Each approach comes with its own…
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