Question 1

Do I need an attorney if I am using a business broker?

Accepted Answer

You don’t need one, but it is recommended. A business broker helps identify buyers or sellers and facilitates the transaction. An attorney reviews and drafts the legal documents that govern the deal — the letter of intent, the purchase agreement, the closing documents, and any ancillary agreements. These are different and complementary roles.

Question 2

Do I need an operating agreement if I am the only member of my LLC?

Accepted Answer

Florida does not legally require an operating agreement, but having one is strongly advisable even for single-member LLCs. It establishes how the business is run, protects the liability separation between you and the business, and is often required by banks and lenders.

Question 3

Do non-compete agreements hold up in Florida?

Accepted Answer

Florida has a statute that permits non-compete agreements when they meet specific requirements, including protecting a legitimate business interest and being reasonable in scope, duration, and geography. Whether a specific agreement is enforceable depends on how it is drafted and the facts of the situation.

Question 4

Does a Series LLC eliminate the need for good recordkeeping?

Accepted Answer

No. It makes recordkeeping more important. Florida law requires each protected series to maintain clear records identifying its associated assets. If assets are not properly documented as belonging to a specific series, the liability protection the structure is designed to provide may not hold.

Question 5

Does the firm work with businesses outside of South Florida?

Accepted Answer

The firm is licensed in Florida and focuses on Florida business matters. Out-of-state business owners with Florida operations, entities, or transactions are welcome.

Question 6

How do I get started?

Accepted Answer

Reach out by phone, email, text or WhatsApp to schedule an initial conversation. You can also request a video call or an in-person meeting at the Fort Lauderdale office by appointment.

Question 7

How do I keep my LLC or corporation in good standing in Florida?

Accepted Answer

Florida requires all active business entities to file an annual report with the Division of Corporations — known as Sunbiz — by May 1st each year. Entities that miss the deadline face late fees, and entities that fail to file can be administratively dissolved.

Question 8

How do I know if my question falls within this firm's practice area?

Accepted Answer

If your question involves a contract, a business structure, a transaction, or the day-to-day legal needs of running a business, there is a good chance it does. If it involves a lawsuit, an employment dispute, a criminal matter, or a real estate closing, it likely falls outside this firm’s scope. When in doubt, reach out; a brief conversation will clarify quickly.

Question 9

How does the engagement process work?

Accepted Answer

Once the scope of work is agreed upon, you will receive an engagement letter outlining the services, fees, and payment terms. Work begins after the engagement letter is signed and payment is received according to its terms.

Question 10

How does the firm communicate with clients?

Accepted Answer

Communication is direct and responsive by phone, email, or WhatsApp depending on your preference. The goal is to keep you informed without making you chase down updates.

Question 11

I already signed something I am not sure about. Is it too late?

Accepted Answer

Not necessarily. Depending on the document and the circumstances, there may be options, renegotiation, amendment, or in some cases legal remedies. The first step is understanding what you signed and what your obligations are. Reach out to discuss your situation.

Question 12

I received a contract from a vendor. Do I have to sign it as-is?

Accepted Answer

No. Vendor contracts are often presented as standard, but many terms are negotiable. Before signing any contract that involves significant financial exposure or a long-term commitment, having an attorney review it is a sound business decision.

Question 13

Is outside general counsel expensive?

Accepted Answer

The cost varies depending on the scope of services and how the engagement is structured. For many small businesses, it is more cost-effective than calling a new attorney from scratch every time a legal question comes up, and significantly less expensive than dealing with a legal problem that could have been prevented.

Question 14

Is the firm bilingual?

Accepted Answer

Yes. This firm handles matters fully in English and Spanish. If you are more comfortable discussing your business situation in Spanish, that is not a problem — no translator needed.

Question 15

Is the Series LLC available in Florida?

Accepted Answer

Yes. Florida’s Series LLC framework became effective on July 1, 2026 under Chapter 605 of the Florida Revised Limited Liability Company Act. It is a new addition to Florida law and there is not yet an established body of Florida court decisions interpreting how it will be applied in practice.

Question 16

What happens during the first conversation?

Accepted Answer

The first conversation is an opportunity to discuss your situation, understand what you need, and determine whether this firm is the right fit. No legal work is performed during that initial call.

Question 17

What happens to existing contracts when a business is sold?

Accepted Answer

Contracts do not automatically transfer to a new owner. Each contract that is intended to survive the sale must be formally assigned, and in most cases the other party to that contract must consent to the assignment. Identifying which contracts require consent — and managing that process — is a critical part of any business sale.

Question 18

What is a fictitious name and do I need one?

Accepted Answer

A fictitious name — also called a DBA or “doing business as” — is required in Florida if you operate your business under a name that is different from your legal entity name or your own name. It is a registration, not a separate legal entity, and it does not give you trademark rights to the name.

Question 19

What is a letter of intent and is it legally binding?

Accepted Answer

A letter of intent — or LOI — is a document that outlines the key terms of a proposed business transaction before the formal purchase agreement is drafted. Most LOIs are not fully binding, but certain provisions — such as exclusivity or confidentiality clauses — typically are. It is important to understand which parts are binding before you sign.

Question 20

What is a personal guarantee and should I be concerned about signing one?

Accepted Answer

A personal guarantee makes you individually responsible for a business obligation if the business cannot fulfill it. It bridges the gap between business liability and personal liability. You should understand exactly what you are guaranteeing — and whether the terms are negotiable — before you sign.

Question 21

What is a registered agent and why do I need one?

Accepted Answer

A registered agent is a person or entity designated to receive official legal and government correspondence on behalf of your business. Florida requires every LLC and corporation to maintain a registered agent with a physical address in the state.

Question 22

What is a Series LLC?

Accepted Answer

A Series LLC is a single limited liability company that contains one or more legally distinct units called protected series. Each protected series can hold its own assets, have its own members, and carry its own liabilities — separately from the main LLC and from every other protected series.

Question 23

What is due diligence and why does it matter?

Accepted Answer

Due diligence is the process of verifying the condition of a business before you commit to buying it. From a legal standpoint, it involves reviewing contracts, corporate records, liabilities, and other documents to identify anything that could affect the price, the terms, or the decision to proceed. Skipping due diligence is one of the most common — and most expensive — mistakes buyers make.

Question 24

What is outside general counsel?

Accepted Answer

Outside general counsel is an arrangement where a business engages an attorney on an ongoing basis to handle day-to-day legal needs — contract review, entity maintenance, vendor agreements, policy documents, and legal questions as they arise — without the cost of a full-time in-house attorney.

Question 25

What is the difference between a transactional attorney and a litigator?

Accepted Answer

A transactional attorney focuses on preventing legal problems — drafting contracts, structuring deals, and building the legal infrastructure that keeps a business running soundly. A litigator handles disputes once they have reached the courts.

Question 26

What is the difference between an asset sale and a stock sale?

Accepted Answer

In an asset sale, the buyer purchases specific identified assets of the business rather than the entity itself. In a stock or membership interest sale, the buyer acquires ownership of the business entity, including its history and liabilities. Each structure has different implications for both the buyer and the seller, and the right choice depends on the specifics of the deal.

Question 27

What is the difference between an employee and an independent contractor?

Accepted Answer

The distinction affects tax obligations, benefits liability, and legal exposure. Florida courts and federal agencies look at how the working relationship actually functions — not just what the contract calls it. Misclassification can be costly, and getting the documentation right from the start matters.

Question 28

What is the difference between an LLC and a corporation?

Accepted Answer

Both structures provide liability protection that separates your personal assets from your business obligations, but they differ in how they are managed, how ownership is structured, and how they are treated for tax purposes. The right choice depends on your goals, how many people are involved, and your plans for the business — it is worth a conversation before you file anything.

Question 29

What kind of law does South Florida Business Attorney PLLC practice?

Accepted Answer

This is a transactional business law firm, which means the focus is on the legal documents and structures that support business operations and transactions — contracts, entity formation, business sales and acquisitions, and outside general counsel services.

Question 30

What payment methods do you accept?

Accepted Answer

The firm accepts ACH bank transfer, Zelle, credit card, and cash.

Question 31

What should I look for before signing a commercial lease?

Accepted Answer

Key areas to review include personal guarantee clauses, rent escalation provisions, common area maintenance (CAM) charges, assignment restrictions, renewal options, and what happens if the business closes or needs to relocate. Commercial leases in Florida are largely unregulated and are drafted to protect the landlord — review before signing, not after.

Question 32

What types of businesses benefit most from outside general counsel?

Accepted Answer

Small and mid-sized businesses that deal with contracts regularly, are in a growth phase, or are preparing for a sale tend to benefit most. If you find yourself making business decisions and wondering afterward whether you should have talked to an attorney first, outside general counsel is worth considering.

Question 33

Where is the office located?

Accepted Answer

The firm is based in Fort Lauderdale, Florida, and serves clients throughout the state via videocalls. In-person meetings are available by appointment.

Question 34

Who does this firm typically work with?

Accepted Answer

The primary clients are small and mid-sized business owners and entrepreneurs in Broward, Miami-Dade, and Palm Beach County. The firm also works with out-of-state attorneys as local counsel for Florida business matters.

Question 35

Who typically uses a Series LLC?

Accepted Answer

The structure is most commonly discussed in the context of real estate investors who hold multiple properties and want to insulate each one from claims related to the others, and entrepreneurs who operate multiple distinct business lines under one umbrella. Whether it is the right structure for a specific situation requires a careful analysis of the goals, the assets involved, and the administrative obligations.

Question 36

Why can't I just use a contract template I found online?

Accepted Answer

Generic templates are not drafted for your specific business, your industry, or Florida law. They may include provisions that do not apply to you, omit protections you actually need, and use language that creates unintended results. A template is a starting point at best, not a substitute for a contract drafted or reviewed for your situation.

Question 37

Will I work directly with an attorney?

Accepted Answer

Yes. You will not be handed off to a paralegal or other staff.

FAQs