Selling a Business in Florida

2. Florida Legal Context

Florida business sales are governed by:

• Florida Revised LLC Act (Ch. 605, Fla. Stat.) – governs transfer of LLC membership interests.
• Florida Business Corporation Act (Ch. 607, Fla. Stat.) – governs corporate stock sales and mergers.
• Florida Uniform Commercial Code (Chs. 671–680, Fla. Stat.) – applies to transfer of assets like inventory and equipment.
• Licensing & Regulatory Compliance: Businesses in regulated industries (restaurants, healthcare, contractors) must comply with licensing transfers.
• Contracts: Existing leases, vendor contracts, and employment agreements may require assignments or consents.

Buyers and sellers must also account for federal tax law, capital gains implications, and employment law compliance.

3. Real-World Application

Examples of business sales in Florida:

• A Tampa restaurant owner sells assets (kitchen equipment, lease, goodwill) while retaining liabilities.
• A Miami tech startup sells 100% of its membership interests to a larger company.
• An Orlando gym franchise sells through a stock transfer, allowing operations to continue without disruption.

4. Why It Matters for Business Owners

Selling a business is often the most important financial transaction in an owner’s life.

Why it matters:

• Maximizes return: Structured properly, sales capture full business value.
• Reduces liability: Asset sales limit exposure to prior debts or lawsuits.
• Ensures continuity: Customers and employees experience smoother transitions.
• Protects against disputes: Written agreements clarify expectations and responsibilities.

Common mistakes Florida business owners make:

• Not preparing financials, contracts, and corporate records in advance.
• Misunderstanding tax consequences of asset vs. stock sales.
• Failing to obtain landlord or vendor approval for contract assignments.

Skipping due diligence, leading to post-closing liability.

5. Real-World Florida Examples

• A Sarasota retailer avoided liability by structuring the deal as an asset sale rather than a stock sale.
• A Jacksonville trucking company’s sale was delayed because leases weren’t assignable without landlord approval.
• A Fort Lauderdale medical practice successfully transitioned ownership by negotiating staff retention clauses in the purchase agreement.

6. How Our Law Firm Can Help

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

• Structuring sales (asset vs. stock/membership interest) for maximum value and minimum liability
• Drafting and negotiating Asset Purchase Agreements (APAs) and Stock Purchase Agreements (SPAs)
• Conducting due diligence and reviewing contracts, leases, and licenses
• Advising on tax and regulatory compliance issues
• Protecting sellers with indemnification and non-compete agreements
• Representing buyers and sellers in negotiations and closings

We ensure your sale is legally sound, profitable, and protects your long-term interests.

7. FAQs (Frequently Asked Questions)

Q: Do I need a lawyer to sell my business in Florida?
A: Yes. Business sales involve complex contracts, liabilities, and regulatory issues.

Q: What’s the difference between an asset sale and a stock sale?
A: Asset sales let the buyer choose assets and avoid many liabilities. Stock sales transfer the entire company, including debts.

Q: How long does selling a business take?
A: Typically 3–6 months, depending on due diligence and negotiations.

Q: Do I have to pay taxes on the sale of my business?
A: Yes. Federal capital gains taxes apply, though Florida has no state income tax.

Q: What’s the first step in selling my business?
A: Preparing financial records, contracts, and conducting an internal review before going to market.

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.