Asset Purchase vs. Stock Purchase in Florida

2. Florida Legal Context

Florida law treats these two structures very differently:

• Asset Purchases
  • Governed by the Florida Uniform Commercial Code (UCC) (Chs. 671–680, Fla. Stat.) for transfer of goods and assets.
  • May trigger successor liability if not structured properly (e.g., unpaid taxes, employee claims).
  • Require assignments of leases, vendor contracts, and licenses.
• Stock Purchases
  • Governed by the Florida Business Corporation Act (Ch. 607, Fla. Stat.) for corporations.
  • Governed by the Florida Revised LLC Act (Ch. 605, Fla. Stat.) for LLCs.
  • Buyers step into the shoes of the entity, assuming all contracts, obligations, and liabilities.

The choice affects taxes, licensing, liabilities, and whether third-party approvals are needed.

3. Real-World Application

Examples:

• A Tampa restaurant buyer chooses an asset purchase to avoid the seller’s back taxes and employee lawsuits.
• A Miami law firm buys another small practice through a stock purchase, taking over all client files, employees, and contracts without renegotiating them.
• An Orlando construction company does an asset deal to purchase equipment and customer lists without taking on the seller’s debts.

4. Why It Matters for Business Owners

The wrong deal structure can cost thousands—or expose you to hidden lawsuits and liabilities.

Why it matters:

• Liability: Asset purchases limit risk by excluding debts; stock purchases inherit all liabilities.
• Contracts: Stock purchases automatically transfer contracts; asset purchases require new assignments.
• Licenses & Permits: Often must be reissued in asset deals but remain intact in stock deals.
• Taxes: Asset purchases may offer favorable depreciation; stock deals may avoid double taxation.

Common mistakes in Florida transactions:

• Sellers pushing for stock sales without disclosing hidden liabilities.
• Buyers not reviewing pending lawsuits or tax obligations.
• Failing to get landlord or vendor consent to assign leases and contracts in an asset sale.
• Not properly documenting excluded assets or liabilities.

5. Real-World Florida Examples

• A Sarasota medical practice sold through a stock purchase so patient records and licenses stayed intact.
• A Jacksonville trucking company sold via asset purchase, allowing the buyer to avoid expensive litigation tied to old accidents.
• A Fort Lauderdale gym avoided a landlord dispute by ensuring lease assignment language was included in the asset purchase agreement.

6. How Our Law Firm Can Help

At Black Rock Trial Lawyers, we help buyers and sellers structure deals that maximize value and minimize risk. Our services include:

• Advising whether asset or stock purchase is best for your goals
• Conducting due diligence on liabilities, contracts, and tax issues
• Drafting and negotiating Asset Purchase Agreements or Stock Purchase Agreements
• Handling lease assignments, vendor contracts, and regulatory approvals
• Protecting sellers with indemnification clauses and transition agreements
• Ensuring buyers don’t inherit unwanted debts or lawsuits

We make sure the structure of your deal supports—not sinks—your business.

7. FAQs (Frequently Asked Questions)

Q: Which is safer—asset purchase or stock purchase?
A: Asset purchases are usually safer for buyers since they can avoid many liabilities. Stock purchases may be simpler for sellers but carry more risk for buyers.

Q: Do I need landlord approval in an asset purchase?
A: Yes, leases must be assigned, and most Florida landlords require consent.

Q: Which structure is better for taxes?
A: It depends. Asset purchases can provide depreciation benefits to buyers, while stock purchases may be better for sellers to avoid double taxation. Always consult legal and tax advisors.

Q: Can I exclude debts in a stock purchase?
A: Not usually—when you buy stock, you buy the entire company, debts included. You need indemnification clauses to protect yourself.

Q: Why do sellers prefer stock sales?
A: Stock sales are simpler for sellers—they transfer the entire company at once, often with fewer approvals needed.

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.