Shareholder Agreements in Florida
1. Definition
A shareholder agreement is a private contract between the owners (shareholders) of a corporation that outlines their rights, responsibilities, and obligations, as well as how the corporation will be managed.
While Florida law provides certain default rules for corporations, a shareholder agreement customizes those rules to fit the specific needs of the business and its owners.
These agreements are critical for closely held or family-owned corporations, where disputes can disrupt operations or damage long-standing relationships.
2. Florida Legal Context
Shareholder agreements in Florida are governed by the Florida Business Corporation Act (Chapter 607, Florida Statutes).
Key legal considerations:
- A shareholder agreement supplements the corporation’s bylaws and articles of incorporation but can override certain default provisions allowed under Florida law.
- Topics often addressed include share transfer restrictions, buy-sell provisions, voting rights, dividend policies, and dispute resolution procedures.
- Florida law allows for unanimous shareholder agreements, which can significantly alter how the corporation is governed—sometimes functioning like an operating agreement in an LLC.
- For enforcement, the agreement should be in writing, signed by all shareholders, and kept with the company’s corporate records.
3. Real-World Application
Examples of how Florida businesses use shareholder agreements:
- A Tampa family-owned manufacturing company includes a buy-sell clause requiring any departing shareholder to sell their shares back to the company at a pre-agreed valuation formula.
- A Miami tech startup restricts share transfers to prevent outside investors from gaining control without approval from existing shareholders.
- A Jacksonville medical practice corporation uses a shareholder agreement to set clear voting rights and dividend distribution rules to avoid partner disputes.
4. Why It Matters for Business Owners
Benefits of a well-drafted Florida shareholder agreement:
- Prevents disputes by clarifying rights and obligations in advance
- Protects ownership stability by restricting unwanted share transfers
- Sets clear exit strategies through buy-sell provisions
- Aligns shareholder expectations on profit distribution, corporate governance, and decision-making
- Preserves business continuity in the event of death, disability, or retirement of a shareholder
Risks of not having one:
- Disagreements over voting control or profit distribution
- Forced sale of shares to outsiders
- Deadlock in decision-making with no dispute resolution mechanism
- Loss of control over who becomes a co-owner in your business
5. How Our Law Firm Can Help
We help Florida corporations:
- Draft custom shareholder agreements tailored to your industry, size, and ownership structure
- Review and update existing agreements to ensure compliance with Chapter 607, Florida Statutes and evolving business needs
- Incorporate buy-sell agreements, voting trusts, and drag-along/tag-along rights
- Advise on valuation methods for share buyouts to avoid future disputes
- Enforce or defend shareholder rights in court or through arbitration
Our approach ensures that your shareholder agreement is not only legally enforceable but also a practical tool for long-term business stability.
6. FAQs (Frequently Asked Questions)
Q: Is a shareholder agreement required in Florida?
A: No, but it is highly recommended for closely held corporations to avoid conflicts and clarify ownership rights.
Q: Can a shareholder agreement override Florida’s corporate bylaws?
A: In many areas, yes—if allowed under Florida law and agreed to unanimously by the shareholders.
Q: What happens if a shareholder wants to sell their shares?
A: Your shareholder agreement can control the process, require internal buyouts first, and set valuation terms.
Q: Can we force a shareholder to sell their shares?
A: Only if the shareholder agreement or other binding contract includes a provision allowing it under certain conditions.
Q: How often should we update our shareholder agreement?
A: We recommend reviewing it every 2–3 years or whenever there are major changes in ownership or Florida corporate 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.
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:
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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.