Questions business owners ask me

An outside general counsel is the lawyer your company calls before a decision gets expensive. For most owners that means reviewing contracts before they're signed, answering demand letters, advising on problems with vendors, customers, or partners, and keeping the company's ownership documents current. You get a lawyer who already knows your business, without the cost of an in-house legal department.

No. Anyone can file articles of organization with the Florida Division of Corporations online. The filing is the easy part. What a lawyer adds is the operating agreement, the ownership and tax structure, and the paperwork that keeps the company separate from its owners, which is what protects your personal assets if the business is ever sued. For owners bringing in partners or investors, that work matters most.

Who owns what percentage, who makes decisions and how votes are counted, when owners must put in more money, how profits are distributed, and what happens when an owner wants out, dies, divorces, or stops pulling their weight. The last group causes most of the disputes I see. An agreement that spells out a buyout price formula and a deadlock procedure is far cheaper than a lawsuit over who controls the company.

Read it as if the business will fail, because that is the only time it matters. A personal guaranty makes you responsible for the company's debt with your own assets. Many lenders and landlords won't deal without one, but the terms are often negotiable: a cap on the amount, a time limit, a 'burn-off' after a period of on-time payments, or a guaranty of only part of the obligation. Negotiate before you sign. Afterward there's usually nothing left to negotiate.

Often, yes. Florida courts can enforce an agreement shown by the parties' conduct, emails, and text messages, even without a signed document. In a 2025 Broward jury trial, I represented an investor in a real estate joint venture that the parties had run for more than a year on an unsigned agreement, and the jury found for our client. Some agreements, such as contracts to sell real estate, must be in a signed writing, so a handshake is a poor substitute for a contract when the stakes are high.

Generally five years for a written contract and four years for one that isn't in writing. Claims founded on fraud are generally four years, and a claim for specific performance of a contract is one year. When the clock starts can be its own fight, so don't wait until the deadline is close. § 95.11(2)(b), (3)(i)–(j), (6)(a), Fla. Stat.

You don't have to, but ignoring one is rarely the best choice. A demand letter is often the last step before a lawsuit, and some statutes require one before suit can be filed, like the civil theft statute. A careful response can narrow the dispute, preserve your defenses, and sometimes end it. A careless one can be used against you later. Have a lawyer read it before you reply, and don't admit anything in the meantime.

Usually only if a contract or a statute says so. Each side normally pays its own lawyers. Many business contracts include a prevailing-party fee clause, and in Florida a clause that gives fees to only one side works both ways: the court may award fees to whichever party prevails on the contract. Some statutes, like the civil theft statute, also provide for fees. Check your contract before a dispute starts, because the fee clause can change the math of the whole case. § 57.105(7), Fla. Stat.

Florida lets a person injured by theft sue for three times their actual damages, plus attorney's fees. The claimant must prove the theft by clear and convincing evidence, and before suing must send a written demand. If the other side pays the demanded amount within 30 days, it gets a release. The statute cuts both ways: a defendant can recover its fees if the claim had no substantial factual or legal support. It is a powerful claim when money was taken, and a risky one when the dispute is really just a broken contract. § 772.11, Fla. Stat.

Start with the operating agreement or shareholder agreement, which usually controls voting, distributions, and how an owner exits. Florida law also gives LLC members and shareholders the right to inspect company books and records. An owner who is frozen out may have claims for breach of the agreement, breach of fiduciary duty, or an accounting, and when a company is deadlocked or its assets are being misused, a court can appoint a receiver or order dissolution. Act early. Delay makes money harder to trace and makes it easier for the other side to argue you agreed.

Probably. Courts in South Florida routinely order the parties to mediate before trial, and many business contracts require mediation or arbitration before anyone can sue. Mediation is confidential, and the mediator can't force a result. Many business cases settle there. Going in with a realistic view of the evidence and the cost of trial is what makes it work.

A judgment doesn't pay itself. Florida gives creditors several tools: a fact information sheet the debtor must complete under oath, listing assets and accounts; judgment liens on the debtor's real estate and business personal property; garnishment of bank accounts and other money owed to the debtor; and proceedings supplementary, which can reach assets the debtor moved to someone else. Some assets, such as a Florida homestead, are protected, so a collection plan should start with an asset search.

Yes, for some employees. Since mid-2025, Florida's CHOICE Act has allowed noncompete and garden-leave agreements of up to four years for employees whose base salary is more than twice the annual mean wage of the county where the employer has its principal place of business. Bonuses and commissions don't count toward the threshold, and health care practitioners are excluded. The employer must follow the Act's formalities exactly, including written notice of the right to consult a lawyer and at least seven days to review the agreement. If it doesn't, the agreement is judged under the older statute, section 542.335, which presumes a restraint of six months or less reasonable and one longer than two years unreasonable. §§ 542.335(1)(d)1., 542.43–542.45, Fla. Stat.

Yes. I work in English and Spanish, and I've represented foreign lenders, manufacturers, and shareholders in Florida matters, coordinating with counsel in their home countries when needed.

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