Business Law

The right structure depends on your goals, the number of owners, and your risk tolerance. An LLC is the most popular choice for small businesses in Florida because it offers personal liability protection with flexible management and pass-through taxation. A corporation may be preferable if you plan to raise outside investment or eventually go public. A sole proprietorship provides no liability protection and is generally advisable only for very low-risk, one-person operations. Attorney Goldman can walk you through the tradeoffs during a free initial consultation.

Yes — without exception. When you go into business with others, the foundational document governing your relationship is as important as the business itself. A shareholder agreement (for a corporation) or operating agreement (for an LLC) establishes each owner’s percentage interest, voting rights, responsibilities, compensation, restrictions on transferring ownership, and what happens when an owner wants to exit. Without these agreements, Florida’s default statutory rules apply — and those rules rarely reflect what the owners actually intended.

A buy-sell agreement is a contract among business co-owners that governs what happens to an owner’s interest when a triggering event occurs — such as death, disability, retirement, or a desire to sell. It sets the method for valuing the business, establishes who can buy the departing owner’s interest, and prevents outside parties from acquiring an ownership stake without the consent of the remaining owners. Without a buy-sell agreement, a co-owner’s share could end up in the hands of their estate, a divorcing spouse, or a third party you never agreed to partner with.

A business purchase agreement should clearly define what is being sold (assets or stock), the purchase price and payment terms, representations and warranties from the seller about the condition of the business, indemnification provisions that protect the buyer if undisclosed liabilities surface after closing, non-compete and non-solicitation provisions, and transition arrangements. Buyers should conduct thorough due diligence — reviewing financial records, contracts, leases, licenses, and pending litigation — before signing. Attorney Goldman represents both buyers and sellers in business purchase transactions throughout South Florida.

Yes. An LLC operating agreement or shareholder agreement is an enforceable contract. If a co-owner fails to honor their obligations — whether that means failing to make required capital contributions, diverting business opportunities, or refusing to follow agreed-upon procedures — you may have a claim for breach of contract, breach of fiduciary duty, or both. Florida courts take these disputes seriously. Early intervention by counsel often results in resolution without full litigation, but you need an experienced attorney to evaluate your position and protect your rights.

Yes. The firm regularly represents businesses and individuals located outside Florida who have commercial interests in Florida, including disputes with Florida-based counterparties, contracts governed by Florida law, or the purchase and sale of Florida businesses. The firm’s virtual model makes it practical and efficient to serve clients regardless of where they are located.