Dissolution vs. Sale of Business

2. Florida Legal Context

• Dissolution
  • Governed by the Florida Revised LLC Act (Ch. 605, Fla. Stat.) and Florida Business Corporation Act (Ch. 607, Fla. Stat.).
  • Requires filing Articles of Dissolution with the Florida Division of Corporations (Sunbiz).
  • Must settle debts, notify creditors, and wind down affairs.
• Sale
  • Governed by contract law and entity laws (Ch. 605 for LLCs, Ch. 607 for corporations).
  • Can be structured as an asset sale or stock/membership sale.
  • May require regulatory approvals (restaurants, contractors, healthcare providers).
  • Typically involves negotiations, due diligence, and legal agreements such as Asset Purchase Agreements (APAs) or Stock Purchase Agreements (SPAs).

3. Real-World Application

Examples in Florida businesses:

• A Tampa retailer dissolves after years of decline, liquidating inventory and filing Articles of Dissolution with Sunbiz.
• A Miami gym is sold through a stock purchase, with the buyer assuming all operations and liabilities.
• An Orlando consulting firm chooses dissolution rather than selling, because its value is tied to the founder’s expertise.

4. Why It Matters for Business Owners

The choice between dissolution and sale impacts owners financially, legally, and strategically.

Why it matters:

• Dissolution: Simplifies exit if the business has little resale value, but owners may recover little or no investment.
• Sale: Generates return on investment but requires preparation, negotiations, and buyer interest.
• Liability: Dissolution can protect owners if done properly; sales must be structured to limit liability exposure.

Common mistakes Florida owners make:

• Attempting to sell when the business has no transferable value.
• Dissolving without notifying creditors or filing Sunbiz documents.
• Failing to consider tax implications of each option.
• Overlooking contracts and licenses that impact both dissolution and sale.

5. Real-World Florida Examples

• A Sarasota restaurant closed via dissolution because the brand had no marketable goodwill.
• A Jacksonville tech startup sold its software and customer base through an asset sale, generating significant profit for the founder.
• A Fort Lauderdale manufacturer dissolved prematurely when it could have sold to a competitor, losing out on potential value.

6. How Our Law Firm Can Help

At Black Rock Trial Lawyers, we help Florida business owners evaluate whether dissolution or sale is the best strategy. Our services include:

• Advising on entity dissolution procedures and filing with Sunbiz
• Structuring sales to maximize value and limit liability
• Drafting and negotiating purchase agreements
• Counseling on tax and estate planning implications of each option
• Representing owners in disputes arising from sales or dissolutions

We make sure your exit strategy aligns with your financial goals and legal protections.

7. FAQs (Frequently Asked Questions)

Q: How do I decide between dissolving or selling my business?
A: If your business has transferable assets, goodwill, or customer base, selling is usually better. If not, dissolution may be the cleanest option.

Q: Do I need to notify the state if I dissolve my business?
A: Yes. Filing Articles of Dissolution with Sunbiz is required.

Q: Is it easier to dissolve than to sell?
A: Yes. Dissolution is typically faster, but it usually provides less financial return.

Q: Can I sell part of my business instead of dissolving it?
A: Yes. You may sell assets, divisions, or membership interests without closing the entity.

Q: Why hire a lawyer for dissolution or sale?
A: A lawyer ensures you meet all legal requirements, minimize liability, and maximize financial outcomes.

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.