
Buy-Sell Agreements in Florida
1. Definition
A buy-sell agreement is a legally binding contract among business owners that sets the terms and process for buying or selling an owner’s interest in the company.
It acts like a “business will,” providing a clear plan for what happens to an owner’s shares or ownership interest if they retire, die, become disabled, or choose to leave the business.
Buy-sell agreements protect the business from uncertainty and disputes by establishing rules before triggering events occur.
2. Florida Legal Context
In Florida, buy-sell agreements are enforceable under general contract law and, depending on the type of business entity, may also be governed by:
- Chapter 607, Florida Statutes – Florida Business Corporation Act (for corporations)
- Chapter 605, Florida Statutes – Florida Revised Limited Liability Company Act (for LLCs)
- Chapter 620, Florida Statutes – Florida Partnership Laws (for partnerships)
Key legal points in Florida:
- The agreement must be in writing and signed by all owners to be enforceable.
- Common valuation methods (book value, agreed value, formula pricing, or independent appraisal) must be clear and unambiguous.
- Florida law respects buy-sell agreements as long as they comply with public policy and do not unfairly restrict ownership transfers without justification.
- They can be standalone contracts or integrated into shareholder agreements, operating agreements, or partnership agreements.
3. Real-World Application
Examples of how Florida businesses use buy-sell agreements:
- A Tampa construction company requires that if an owner dies, their shares must be sold back to the company at a pre-agreed valuation to keep ownership within the founding group.
- A Miami dental practice partnership uses a buy-sell agreement to outline the procedure for a partner’s retirement, including a 24-month payout schedule.
- A Jacksonville manufacturing corporation sets a formula based on EBITDA to determine the purchase price if a shareholder wants to sell their shares to an outside party.
4. Why It Matters for Business Owners
Benefits of a well-drafted Florida buy-sell agreement:
- Prevents disputes by setting clear terms in advance
- Protects business continuity by avoiding unwanted owners
- Establishes fair valuation methods for ownership interests
- Provides a clear exit strategy for owners under various scenarios
- Preserves relationships by removing uncertainty from emotional situations like death or disability
Risks of not having one:
- Family members or outsiders could inherit ownership stakes unexpectedly
- Disputes over valuation and payment terms could stall operations
- Forced sales could lead to financial strain or loss of control
- Ownership transitions could trigger lawsuits
5. How Our Law Firm Can Help
We help Florida business owners:
- Draft and negotiate buy-sell agreements tailored to your entity type and ownership structure
- Advise on valuation methods and funding mechanisms (such as life insurance policies)
- Integrate buy-sell provisions into shareholder agreements, operating agreements, or partnership agreements
- Review and update existing agreements to reflect current ownership, valuation, and Florida law changes
- Enforce or defend buy-sell agreements in disputes or litigation
Our agreements are designed to be legally enforceable, financially practical, and aligned with your long-term business goals.
6. FAQs (Frequently Asked Questions)
Q: Is a buy-sell agreement required in Florida?
A: No, but it is highly recommended for any multi-owner business to avoid ownership disputes.
Q: How is the purchase price decided in a buy-sell agreement?
A: Typically through a predetermined formula, agreed fixed value, or independent appraisal.
Q: Can a buy-sell agreement be funded with life insurance?
A: Yes, many Florida businesses use life insurance policies to fund buyouts triggered by an owner’s death.
Q: Should a buy-sell agreement be separate from my shareholder or operating agreement?
A: It can be standalone or integrated. We advise on the best structure for your needs.
Q: How often should my buy-sell agreement be reviewed?
A: At least every 2–3 years or after major changes in ownership, valuation, or Florida law.
7. How to Retain Our Law Firm
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8. Flagship Product: BELAW – Business + Entrepreneurship Law Advisor Program
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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.
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10. 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.
11. 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.
12. 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.