Buying a Business in Florida

2. Florida Legal Context

Business acquisitions in Florida are regulated primarily by contract law, corporate law, and federal securities rules (if stock is involved). Key Florida statutes include:

• Florida Revised LLC Act (Chapter 605, Fla. Stat.) – governs membership interest transfers in LLCs.
• Florida Business Corporation Act (Chapter 607, Fla. Stat.) – governs stock sales, mergers, and shareholder rights.
• Uniform Commercial Code (Chapters 671–680, Fla. Stat.) – applies to the sale of business assets.
• Bulk Sales / Successor Liability principles – purchasing assets may still carry liability if not structured correctly.

In addition, buyers must check Florida licensing laws, zoning rules, environmental compliance, and industry-specific regulations before closing.

3. Real-World Application

Example Scenarios:

• A Miami investor buys a restaurant through an asset purchase, taking only the equipment, lease, and goodwill—leaving behind old debts.
• A Tampa family acquires a local plumbing company by buying all the membership interests in the LLC, stepping directly into its contracts and employees.
• An Orlando tech firm acquires a competitor through a merger, folding the acquired company into its existing structure for expansion.

4. Why It Matters for Business Owners

Buying a business can be a smart way to grow—but without due diligence and legal guidance, it can also be a trap.

Why it matters:

• Risk Management: You need to know if you’re buying hidden debts, lawsuits, or tax problems.
• Proper Valuation: Ensures you pay the right price for goodwill, assets, and future earning potential.
• Licenses & Compliance: Some Florida businesses (restaurants, healthcare, contractors) require licenses that don’t automatically transfer.
• Smooth Transition: Contracts with vendors, landlords, and employees must be properly assigned.

Common mistakes buyers make:

• Skipping due diligence or rushing the process
• Failing to review employee agreements, leases, or litigation history
• Not structuring the deal to minimize liability (choosing stock purchase when an asset purchase is safer)
• Forgetting to verify Sunbiz records or hidden liens with the Florida UCC registry

5. Real-World Florida Examples

• A Sarasota buyer avoided inheriting $200,000 in back taxes by structuring the deal as an asset purchase instead of a stock purchase.
• A Jacksonville investor discovered during due diligence that the target company had two pending lawsuits—saving them from overpaying for a risky business.
• A Fort Lauderdale doctor buying a medical practice successfully transitioned patients and staff because the purchase agreement included detailed non-compete and employment terms.

6. How Our Law Firm Can Help

At Black Rock Trial Lawyers, we guide clients through every step of buying a business in Florida. We help you:

• Pre-deal planning – choosing between asset purchase, stock purchase, or merger
• Due diligence – reviewing contracts, financials, employee files, leases, licenses, and litigation risks
• Negotiation – securing favorable purchase terms, warranties, and indemnities
• Drafting agreements – Asset Purchase Agreements, Stock Purchase Agreements, Employment & Non-Compete Agreements
• Regulatory compliance – ensuring state and industry-specific licenses transfer properly
• Closing & transition – making sure ownership, contracts, and filings with Sunbiz are correctly executed

We don’t just close deals—we protect your investment.

7. FAQs (Frequently Asked Questions)

Q: What’s the difference between buying assets vs. stock in Florida?
A: Asset purchases let you buy specific parts of a business and avoid many liabilities. Stock or membership purchases transfer the entire company, including debts and obligations.

Q: How long does it take to buy a business in Florida?
A: Typically 60–120 days, depending on due diligence, negotiations, and financing.

Q: What is “due diligence”?
A: It’s the buyer’s investigation into the company’s financials, contracts, employees, licenses, debts, and lawsuits before closing.

Q: Do I need to hire a lawyer to buy a business?
A: Yes. Business purchases involve complex contracts, liability issues, and regulatory requirements. A lawyer ensures the deal is structured correctly and protects you from hidden risks.

Q: Can I use an attorney to help with negotiations too?
A: Absolutely. Attorneys often negotiate better terms, draft protective clauses, and handle closing documents to secure your investment.

8. How to Retain Our Law Firm

We offer multiple access points tailored to your needs:

• Flat-Fee Retainers: Set pricing based on project scope (quoted after your consultation)
• 1-Hour Strategy Consultations: A high-impact session to assess your issues, answer questions, and develop a legal roadmap. Pricing starts at $500.00.
• 3-Hour Master Strategy Sessions: A deep dive analysis with detailed, actionable solutions tailored to your business challenges
• Flagship Product: BELAW – Business + Entrepreneurship Law Advisor Program (Read below)

All services are available in-person, by phone, or virtually.

9. Flagship Product: BELAW – Business + Entrepreneurship Law Advisor Program

Our flagship service is the BELAW Membership – Business & Entrepreneurship Law Advisor Program. This is an exclusive, members-only, 12-month ON-DEMAND legal and business support program at a predictable flat monthly fee, tailored to each business client—regardless of company size.

BELAW is open to business owners, entrepreneurs, for-profit companies, non-profits, and foreign investors. Our members range from startups and nonprofits to established businesses.

At the core of BELAW is our P.O.N.C.E. methodology, developed by Attorney Gil Sanchez, to help businesses not just stay protected—but grow strategically.

What you get with BELAW:

• On demand strategic legal consultations with Attorney Gil Sanchez
• Document review and compliance audits
• Guidance on contracts, leasing, employment, and liability
• Drafting Collection Notices, Cease & Desist Letters and Confidentiality Agreements
• Proactive legal support to mitigate lawsuits and reduce risk exposure
• Strategic input on revenue-generating decisions like expansion, licensing, and joint ventures
• Entrepreneur coaching and a growing library of business education resources
• Litigation retainer and hourly rate discounts

We’re available when you need us—on demand, without hourly billing.

We make it easy to get started:

• Call or text us at (813) 254-1777
• Or fill out the secure contact form below

A member of our team will respond promptly to schedule your consultation.

10. How to Contact Our Law Firm to Retain

We make it easy for you to retain us:

• Call or text: (813) 254-1777
• Email: info@blackrocklaw.com
• Or submit your request using the form below

Our team will promptly follow up to confirm availability and next steps.

11. Who You Are Hiring

When you hire our firm, you’re not just hiring a lawyer — you’re securing the insight, grit, and expertise of Attorney Gil Sanchez.

A proud double Gator, Gil earned both his undergraduate and law degrees from the University of Florida — one of the top public universities in the country. Since 2004, he has built a reputation as a formidable business and trial attorney, successfully trying cases before juries in both Florida state and federal courts.

Gil’s legal practice is deeply informed by real-life experience. He launched his first business at age 13 and has continued to build, lead, and advise companies ever since. He’s a licensed business broker (since 2007), an adjunct professor of entrepreneurship at St. Petersburg College, and a trusted advisor to entrepreneurs, professionals, and business owners across Florida.

He’s also an inventor, author, and public speaker — holding a U.S. utility patent and federal trademark. His invention was featured in TIME Magazine’s Best Inventions of 2023, and his legal insights have appeared on CNN, ABC’s 20/20, and other national platforms. Raised by Colombian parents in West Virginia and fluent in Spanish, Gil brings cultural fluency, resilience, and a fighter’s mindset to every client matter.

Above all, Gil is a devoted family man — happily married and the proud father of three beautiful children. His commitment to family shapes the way he practices law: with empathy, integrity, and a relentless drive to protect what matters most.

At Black Rock Trial Lawyers, you’re not just getting a legal technician — you’re hiring a battle-tested strategist who understands both the courtroom and the real world. That’s who’s fighting for you.

12. The Law Firm’s Geographical Reach

We proudly represent businesses across all counties in Florida. With the power of virtual consultations, online filings, and remote court access, we can support your legal needs anywhere in Florida—without compromising service quality.

Our main office is in South Tampa, Florida, with a satellite office in South Florida – Miramar, Florida.

From Miami to Jacksonville, Pensacola to Key West—Black Rock Trial Lawyers is here to help Florida businesses thrive.

13. Disclaimer

The information provided on this website is for general informational purposes only and is not intended to be, nor should it be construed as, legal advice. Every individual and business matter involves unique facts and circumstances that must be carefully evaluated. Additionally, Florida laws, including statutes and case law, are subject to frequent changes, and the information presented here may not reflect the most current legal developments. For a formal legal opinion or advice specific to your situation, you must consult directly with an attorney at our firm. No attorney-client relationship is formed by viewing this site or by contacting our office through this website.