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What is an Asset Purchase Agreement

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...

Do I Need a Partnership Agreement If I Trust My Business Partner?

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....

Can I Change My LLC to a Corporation in Florida?

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...

Business Sale Contracts: What Needs to Be in Writing

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...

What’s the Difference Between an Operating Agreement and Bylaws?

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...

What Does “Due Diligence” Mean When Buying or Selling a 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,...

Protecting Yourself When Starting a Business with a Partner: What You Need to Know

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...

Operating Agreements: The Most Important Document in Any LLC

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...

Buying or Selling a Small Business: What to Expect in the Process

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...

Letter of Intent in a Business Sale: What It Means for Buyers and Sellers

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...

Can You Use a 1031 Exchange When Selling Both Business Assets and Real Estate?

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...

Why Corporate Governance Matters for Small Businesses—and How to Choose the Right Structure

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...

Florida to Eliminate Sales Tax on Commercial Rent: What Businesses Need to Know

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...

Navigating Tariffs: A Florida Business Owner’s Guide to Adapting Supply Chains

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...

Key Clauses to Include in Commercial Lease Agreements

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...

What to Know About Florida’s New Noncompete Law

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...

3 Common Legal Latin Phrases, and 1 That Should Be

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...

5 Reasons Your Single-Member Florida LLC Needs an Operating Agreement

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...

How Can You Tell If Your Business Contract Is Legally Binding and How Can You Fix It?

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,...

Protecting Your Brand

Why is Brand Protection Important? Key aspects of brand protection include: Obtaining appropriate legal protection. Using the brand properly. Enforcing the brand. Failure to take appropriate steps in any of these areas could jeopardize brand rights and value. If rights...

The Right Way to Dissolve a Corporation in Florida

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...

What To Do When Your Employee Sues You

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...

What’s The Difference Between an Asset Purchase and an Entity Sale?

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...