Forming a business involves more than filing organizational documents with the state. Ownership, management authority, decision-making, economics, transfer restrictions, departures, deadlock, and what happens when circumstances change can matter long after the entity is created.
The Law Offices of Brian Giaquinto advises Florida business owners on entity formation, operating and shareholder agreements, ownership arrangements, and governance structures designed around how the business and its owners expect to work together.
Whether you are setting up a new LLC in DeLand or reworking the operating agreement of a Palm Coast company that just added a partner, the rules between the owners are worth settling early. Founders in Daytona Beach can meet at the firm's Daytona Beach office. Owners in Melbourne can ask for an appointment through our Melbourne, Viera & Suntree page.
Schedule a free consultation →Formation of limited liability companies, corporations, and other appropriate business entities, including organizational documents and the legal framework necessary to begin operating through the entity.
Agreements addressing ownership rights, management authority, voting, economic arrangements, transfers, departures, and other rules governing the relationship among owners.
Planning how ownership, voting rights, management responsibility, and economic interests are allocated among founders, investors, family members, or other owners.
Establishing procedures for ordinary business decisions, major transactions, approvals, fiduciary responsibilities, and circumstances requiring consent among owners or managers.
Addressing what happens when an owner wants to leave, dies, becomes disabled, seeks to transfer an interest, or when owners can no longer agree on an important decision.
A lengthy operating or shareholder agreement does not necessarily mean the owners have resolved the issues that matter. Problems often arise when the document's rules do not match the owners' actual expectations about authority, money, workload, decision-making, or what happens when the relationship changes.
Good governance documents should do more than contain standard provisions. They should translate the owners' business arrangement into rules that remain useful when everyone is no longer in agreement.
A 50/50 ownership structure can feel straightforward when two owners are aligned. But equal ownership can create difficult questions when they disagree, contribute differently to the business, want different distributions, or have different expectations about management and future growth.
The governing documents can address decision-making authority, reserved matters, deadlock procedures, transfers, departures, and other circumstances before a disagreement makes those questions harder to resolve.
Death, disability, retirement, termination of employment, divorce, or a voluntary exit can change both the business and the relationships among its owners.
Transfer restrictions, buy-sell provisions, valuation mechanisms, insurance arrangements, and succession planning can help establish what happens to an ownership interest when circumstances change.
Florida law does not require every LLC to have a written operating agreement. But when the owners have not established their own rules on a matter, Florida's LLC statute may supply the governing rules. A written operating agreement allows the owners to address issues such as management, decision-making, economics, transfers, and owner relationships based on how they actually intend the business to operate.
The appropriate entity depends on factors that can include ownership, management, liability considerations, tax treatment, financing plans, employee compensation, and the owners' longer-term objectives. Entity selection should be considered in light of the particular business rather than as a one-size-fits-all choice.
That depends on the governing documents and the nature of the disagreement. Operating and shareholder agreements can establish decision-making procedures, reserved matters, escalation mechanisms, buy-sell rights, or other approaches for circumstances in which owners cannot agree.
Generally, operating and shareholder agreements can be amended in accordance with their terms and applicable law. The practical difficulty often increases once owners disagree, which is one reason significant governance issues are better considered while interests remain aligned.
Florida now permits protected series LLCs, giving business owners another way to separate assets or ventures within one LLC structure. The new option can be useful, but its value depends heavily on organization, records, ownership, and how the business actually operates.
Owning 20%, 49%, or even 50% of a Florida company does not necessarily tell you who controls it. Voting rights, management authority, transfer restrictions, and governing documents determine what ownership actually means.
The SEC’s proposed rescission of Rule 14a-8 is a public-company development with a useful private-company lesson: owner rights have to come from somewhere. For closely held Florida businesses, the answer often lies in governing documents that have not been reviewed in years.
Whether you are forming a new company, bringing in another owner, revising an existing agreement, or addressing governance questions in an established business, clear ownership and decision-making rules can help establish how the business will operate when circumstances change.
