Corporate and Transactional Business Law
Starting, operating, purchasing, selling, or restructuring a business requires more than filing forms. The decisions made during a business transaction can affect ownership rights, management authority, financial obligations, taxes, liability exposure, and the company’s long-term value.
The corporate and transactional attorneys at The Solomon Law Group, P.A. advise Florida businesses, entrepreneurs, owners, investors, executives, and professionals concerning business formation, contracts, corporate governance, acquisitions, sales, and other commercial transactions.
Our goal is to help clients understand the legal consequences of a proposed transaction, document the parties’ agreement accurately, and establish practical procedures that support the continued operation of the business.
BUSINESS FORMATION AND ENTITY SELECTION
Selecting the proper business structure is an important early decision. Different forms of ownership offer different approaches to management, personal liability, taxation, continuity, financing, and the admission or departure of owners.
Our Tampa business formation attorneys help clients evaluate and establish entities such as:
- Sole proprietorships
- General partnerships
- Limited partnerships
- Limited liability partnerships
- Limited liability companies
- Professional limited liability companies
- C corporations
- S corporations
- Professional corporations
- Joint ventures
The appropriate structure depends on the nature of the business, number of owners, management arrangement, financing needs, liability concerns, anticipated growth, and tax considerations.
We explain the legal characteristics of the available structures and assist clients in selecting an entity suited to their circumstances. When tax treatment is a significant consideration, we may coordinate with the client’s accountant, tax professional, or other financial adviser.
FLORIDA LLC FORMATION
Limited liability companies are commonly used by Florida businesses because they can provide flexible management and ownership arrangements while separating the company’s obligations from the personal obligations of its members, subject to applicable law and proper business practices.
Our attorneys assist with Florida LLC formation matters involving:
- Articles of organization
- Operating agreements
- Member-managed and manager-managed structures
- Initial ownership interests
- Capital contributions
- Voting rights
- Profit and loss allocations
- Management authority
- Admission of additional members
- Restrictions on transfers
- Member withdrawal or death
- Buyout provisions
- Dissolution procedures
- Registered agent and filing requirements
A properly drafted operating agreement can establish expectations before disagreements arise. It can also address circumstances that may not be adequately covered by a basic online filing or a generic form.
CORPORATION FORMATION AND GOVERNANCE
Corporations require attention to ownership, management, recordkeeping, and formal governance procedures. Our corporate attorneys assist clients with the formation and organization of Florida corporations and with maintaining appropriate corporate records.
Corporate services may include:
- Articles of incorporation
- Corporate bylaws
- Initial organizational resolutions
- Appointment of directors and officers
- Issuance of shares
- Stock ledgers and ownership records
- Shareholder voting rights
- Director and shareholder meetings
- Written consents and corporate resolutions
- Annual corporate maintenance
- Amendments to governing documents
- Changes in officers or directors
- Reinstatement of administratively dissolved entities
Observing appropriate corporate procedures can help clarify authority, document important decisions, and preserve the separation between the corporation and its owners.
OPERATING AGREEMENTS, BYLAWS, AND GOVERNING DOCUMENTS
Business governing documents establish how a company will be owned, managed, and operated. These documents may determine who has authority to bind the business, how profits are distributed, how major decisions are approved, and what happens when an owner dies, withdraws, becomes disabled, or wishes to sell an interest.
Our attorneys draft and review:
- LLC operating agreements
- Corporate bylaws
- Partnership agreements
- Shareholder agreements
- Voting agreements
- Management agreements
- Joint-venture agreements
- Written consents and resolutions
- Ownership transfer provisions
- Succession provisions
We tailor governing documents to the actual business arrangement rather than relying solely on standard forms that may not address the company’s ownership structure or future needs.
SHAREHOLDER, PARTNERSHIP, AND BUY-SELL AGREEMENTS
Closely held businesses often depend on a small number of owners. A change involving one owner can have a significant effect on the entire company.
A shareholder, partnership, or buy-sell agreement may address:
- Ownership and voting rights
- Restrictions on transferring interest
- Rights of first refusal
- Permitted and prohibited transfers
- Purchase options
- Valuation procedures
- Funding of a buyout
- Death or disability of an owner
- Retirement or voluntary withdrawal
- Termination of employment
- Bankruptcy or creditor issues
- Management deadlock
- Business succession
- Dissolution of the company
Addressing these matters in advance can reduce uncertainty and provide an agreed procedure for dealing with future ownership changes.
CONTRACT DRAFTING AND NEGOTIATION
Contracts define business relationships and allocate responsibility between the parties. A carefully drafted contract should state what each party is expected to do, how and when payment will be made, how risk will be allocated, and what happens if circumstances change or an obligation is not fulfilled.
Our business contract attorneys draft, review, and negotiate agreements such as:
- Service agreements
- Vendor and supplier contracts
- Customer agreements
- Purchase orders
- Distribution agreements
- Licensing agreements
- Consulting agreements
- Independent contractor agreements
- Employment agreements
- Commercial leases
- Equipment leases
- Loan and financing documents
- Confidentiality agreements
- Nondisclosure agreements
- Settlement and release agreements
- Asset purchase agreements
- Stock and membership-interest purchase agreements
Contract terms should be evaluated in the context of the entire transaction. A provision that appears routine may affect payment rights, liability, indemnification, insurance obligations, confidentiality, termination rights, venue, dispute resolution, or available remedies.
CONTRACT REVIEW
A contract should ordinarily be reviewed before it is signed—not after a disagreement develops. Our attorneys review proposed agreements to identify legal obligations, potential risks, unclear provisions, and terms that may require further negotiation.
A contract review may include examination of:
- Scope of work
- Payment terms
- Performance standards
- Warranties and representations
- Renewal provisions
- Termination rights
- Default and cure provisions
- Indemnification obligations
- Limitations of liability
- Insurance requirements
- Confidentiality provisions
- Ownership of records and work product
- Assignment rights
- Governing law and venue
- Mediation, arbitration, or litigation provisions
- Attorney’s fee provisions
We explain the practical effect of significant provisions and assist clients in proposing revisions consistent with their objectives.
NONDISCLOSURE AND CONFIDENTIALITY AGREEMENTS
Businesses frequently need to share sensitive information with employees, contractors, prospective purchasers, investors, vendors, and business partners.
A nondisclosure or confidentiality agreement may be used to protect information such as:
- Financial records
- Customer and vendor information
- Business plans
- Pricing information
- Marketing strategies
- Internal procedures
- Proprietary processes
- Proposed transactions
- Acquisition discussions
- Nonpublic company information
The agreement should identify the information being protected, the permitted purpose of disclosure, the obligations of the receiving party, applicable exclusions, the duration of confidentiality, and the remedies available for unauthorized use or disclosure.
INDEPENDENT CONTRACTOR AND CONSULTING AGREEMENTS
Businesses often retain individuals or companies to provide services without creating a traditional employment relationship. A written independent contractor or consulting agreement can define the parties’ responsibilities and reduce uncertainty concerning the arrangement.
These agreements may address:
- Services to be performed
- Compensation and expenses
- Project deadlines
- Contractor status
- Taxes and insurance
- Confidentiality
- Ownership of work product
- Use of company systems and records
- Compliance requirements
- Termination rights
- Return of property
- Indemnification
- Dispute-resolution procedures
Labeling a worker as an independent contractor does not, by itself, determine the worker’s legal status. The actual relationship and applicable law must also be considered.
PURCHASE AND SALE OF A BUSINESS
Buying or selling a business can involve substantial financial obligations and long-term consequences. Our transactional attorneys represent purchasers and sellers in business acquisitions and sales.
A business transaction may be structured as:
- An asset purchase
- A stock purchase
- A membership-interest purchase
- A merger
- A transfer of selected operations or assets
- A sale involving continuing ownership or management
Our representation may include:
- Letters of intent
- Confidentiality agreements
- Due diligence
- Review of corporate records
- Identification of assets and liabilities
- Purchase-price terms
- Financing arrangements
- Asset purchase agreements
- Stock or membership-interest purchase agreements
- Assignment of contracts
- Assumption of liabilities
- Representations and warranties
- Indemnification provisions
- Closing documents
- Post-closing obligations
The structure of the transaction may affect liabilities, contracts, licenses, taxes, employees, ownership records, and required approvals. Tax and accounting issues should also be reviewed with appropriate financial professionals.
BUSINESS ASSET SALES AND TRANSFERS
A company may sell all or part of its assets without transferring ownership of the entity itself. An asset transaction may involve equipment, inventory, accounts, contracts, real property, customer relationships, or other business property.
Our attorneys assist with matters involving:
- Identification of included and excluded assets
- Allocation of the purchase price
- Assumption or exclusion of liabilities
- Assignment of contracts and leases
- Required third-party consents
- Transfer documents
- Bills of sale
- Closing statements
- Creditor issues
- Post-closing cooperation
- Seller financing
- Security interests
The transaction documents should clearly identify what is being transferred and which obligations remain with each party after closing.
BUSINESS LICENSING, FILINGS, AND LEGAL MAINTENANCE
A business may be required to maintain state filings, local registrations, occupational licenses, industry approvals, permits, or other records depending on its operations and location.
Our attorneys assist businesses with legal maintenance matters such as:
- State formation filings
- Annual reports
- Amendments
- Name changes
- Registered agent changes
- Ownership updates
- Corporate resolutions
- Certificates of status
- Foreign entity registration
- Administrative reinstatement
- Dissolution filings
- Maintenance of governing documents
- Review of corporate records
Legal maintenance helps ensure that the company’s public filings and internal records remain consistent with its actual ownership and operations.
BUSINESS REINSTATEMENT
A Florida company may be administratively dissolved when it fails to submit required filings or pay applicable fees. Administrative dissolution can create problems involving contracts, banking, financing, litigation, and the company’s authority to conduct business.
Our attorneys can assist with reviewing the company’s status, correcting available filing deficiencies, preparing required corporate approvals, and pursuing reinstatement when permitted.
Reinstatement does not necessarily correct every internal governance, tax, licensing, or contractual issue. Those matters should be evaluated separately based on the company’s circumstances.
BUSINESS TRANSFERS, SUCCESSION, AND OWNERSHIP CHANGES
A business ownership transfer may occur through a sale, gift, buyout, retirement, death, succession plan, or internal reorganization.
We assist clients in documenting ownership changes involving:
- Transfers of corporate stock
- Transfers of LLC membership interests
- Partnership-interest transfers
- Admission of new owners
- Buyouts of existing owners
- Family-business succession
- Management transitions
- Changes in voting or economic rights
- Amendments to governing documents
- Required company approvals
The transaction should be coordinated with the company’s governing documents, existing contracts, financing arrangements, and applicable tax and estate-planning advice.
BUSINESS DISSOLUTION AND WINDING UP
Ending a business involves more than ceasing operations. The company may need to address creditors, contracts, employees, taxes, licenses, assets, ownership interests, and formal state filings.
Our attorneys assist with voluntary business dissolution and winding-up matters involving:
- Approval of dissolution
- Corporate or member resolutions
- Notices to creditors
- Payment or resolution of liabilities
- Collection of outstanding receivables
- Termination or assignment of contracts
- Sale or distribution of assets
- Closing of business operations
- Final state filings
- Distribution of remaining property
- Preservation of company records
The required process depends on the type of entity, its governing documents, outstanding obligations, and the circumstances surrounding the closure.
COORDINATION WITH ACCOUNTANTS AND OTHER PROFESSIONALS
Business transactions often involve legal, tax, accounting, financing, valuation, insurance, and operational considerations.
Our attorneys may work with a client’s:
- Certified public accountant
- Tax adviser
- Financial adviser
- Business valuation professional
- Insurance professional
- Lender
- Real estate professional
- Other transaction advisers
Our role is to address the legal structure and documentation of the transaction while helping to ensure that advice from the client’s other professionals is reflected appropriately in the final agreements.
SPEAK WITH A TAMPA BUSINESS LAW ATTORNEY
Early legal guidance can help business owners avoid unclear agreements, incomplete corporate records, unanticipated obligations, and preventable problems during a transaction.
To discuss forming a Florida business, drafting or reviewing a contract, preparing an operating agreement, purchasing or selling a company, transferring an ownership interest, or dissolving a business, contact The Solomon Law Group, P.A.
CALL OUR OFFICE AT (813) 225-1818
The information provided on this website is for general informational purposes and is not legal advice. Contacting The Solomon Law Group does not create an attorney-client relationship. Please do not send confidential or time-sensitive information until the firm has confirmed that it will represent you. Representation is undertaken only through a written agreement. The outcome of every legal matter depends on its particular facts and applicable law, and no result is guaranteed.
