Selling a Business in Florida

2. Florida Legal Context

The sale of a business in Florida is governed by several areas of law, including:

• Florida Business Corporation Act (Chapter 607, Fla. Stat.) – governs sales of corporate stock and mergers.
• Florida Revised LLC Act (Chapter 605, Fla. Stat.) – governs transfers of LLC membership interests.
• Florida Uniform Commercial Code (Chapters 671–680, Fla. Stat.) – applies to the sale of business assets.
• Employment & Licensing Laws – certain industries (restaurants, healthcare, contractors) require state and local approvals before ownership can transfer.
• Federal Tax & Securities Law – may apply if the deal involves multiple shareholders or securities transactions.

The deal structure—asset sale vs. stock/membership sale—has major tax, liability, and legal consequences.

3. Real-World Application

Examples:

• A Tampa restaurant owner sells only the assets—kitchen equipment, lease, recipes, and goodwill—so she does not transfer old debts.
• A Fort Lauderdale law firm sells 100% of its stock to another firm, meaning the buyer takes over all clients, employees, and liabilities.
• A Jacksonville manufacturer merges with a competitor, with the seller’s owners receiving shares in the combined company.

4. Why It Matters for Business Owners

Selling a business is often the biggest financial transaction of an owner’s life. Mistakes in structure or negotiation can cost hundreds of thousands—or create years of lingering liability.

Why it matters:

• Maximizing value: A properly negotiated sale captures goodwill, intellectual property, and future earning potential.
• Minimizing liability: A poorly structured sale can leave you responsible for taxes, employee claims, or lawsuits.
• Clean transition: Customers, vendors, and employees expect continuity. Contracts must be carefully assigned.
• Tax implications: Whether the deal is treated as an asset sale or stock sale can drastically affect your tax bill.

Common seller mistakes in Florida:

• Not preparing financials, contracts, and corporate records before listing
• Overlooking successor liability for taxes or unpaid wages
• Using generic contracts instead of attorney-drafted agreements
• Skipping legal review of non-compete or confidentiality clauses

5. Real-World Florida Examples

• A Sarasota business owner successfully sold his medical practice by including non-compete provisions, protecting the value of the business for the buyer.
• An Orlando gym avoided a lawsuit by disclosing pending employee claims during due diligence instead of hiding them.
• A Miami café owner maximized her sale price by selling the assets instead of the stock, leaving behind $50,000 in debt obligations.

6. How Our Law Firm Can Help

At Black Rock Trial Lawyers, we represent business owners through every stage of the sale. Our services include:

• Pre-sale preparation – reviewing contracts, leases, employment agreements, and corporate records
• Valuation support – working with brokers, accountants, and appraisers to ensure fair pricing
• Negotiation – securing favorable terms and minimizing post-closing liability
• Drafting agreements – Asset Purchase Agreements, Stock Purchase Agreements, Non-Competes, and Transition Agreements
• Regulatory compliance – ensuring licenses, permits, and contracts properly transfer
• Closing & transition – overseeing filings with Sunbiz, escrow, and the official transfer of ownership

Our goal is to make sure you leave the closing table with maximum value—and peace of mind.

7. FAQs (Frequently Asked Questions)

Q: What’s the difference between selling assets vs. selling stock in Florida?
A: Selling assets transfers only specific items (equipment, leases, goodwill). Selling stock or membership interests transfers the entire company—including debts and liabilities.

Q: How long does it take to sell a business in Florida?
A: Most transactions take 3 to 6 months, depending on due diligence, negotiations, and financing.

Q: Do I have to tell my employees before I sell?
A: Not always, but contracts or industry rules may require notice. It’s best to plan a transition strategy with legal guidance.

Q: Will I still be liable for debts after selling?
A: With a properly structured asset sale, you can avoid most liabilities. In a stock sale, the buyer takes on all existing obligations unless otherwise negotiated.

Q: Why hire a lawyer if I already have a business broker?
A: Brokers find buyers. Lawyers protect your legal and financial interests—drafting, negotiating, and closing the deal in compliance with Florida law.

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.