At Portalatin Business Law Firm, we draft and repair shareholder agreements for Coral Gables business owners whose partners are spread across borders, including co-founders based in Colombia, Brazil, Venezuela, and Argentina. Since April 2017, the firm has built legal foundations for founders before disputes start.
A shareholder agreement is the written contract between the owners of a company that says who controls what, how decisions get made, and what happens when someone wants out, dies, or stops contributing.
A large share of Coral Gables companies have at least one owner living outside the United States, and a downloaded template almost never addresses jurisdiction, currency, or how to enforce a buyout against a partner in another country. We fix that gap with clear terms both partners understand, in the language they actually negotiate in.
Founders come in unsure how their structure should be set up, and leave understanding what they own and how it is protected.
Proactive counsel means catching the gaps you did not know to ask about, before they turn into disputes.
Clarity on rights and next steps matters most when partners disagree about who can decide what.
Straight answers and steady communication, in English, Spanish, or Portuguese.
Business owners who waited years to formalize their agreements are met without judgment.
Proactive Agreement Drafting That Scales With Your Business
The firm builds your co-founder agreement to prevent conflict before it starts, not to patch things up after a partner wants out. This matters most for small businesses, which have the a lot to lose if something goes wrong.
Recognized Among Florida’s Top Attorneys
Our founding attorney has made the Super Lawyers Rising Stars list every year since 2022, placing her in roughly the top 2.5% of Florida attorneys.
Respected by Other Lawyers, Not Just Clients
We hold a 4.9 out of 5.0 peer rating from Martindale-Hubbell and are a Florida Bar member in good standing, so your attorney is locally licensed and accountable.
A Long-Term Partner, Not a One-Time Transaction
The firm reviews and updates your agreement as your business grows, so it keeps fitting the company you are actually building.
A shareholder agreement governs the relationship between the shareholders of a corporation. It can address voting rights, restrictions on transferring shares, procedures for buying out an owner, the election or removal of directors, dividend policies, and what happens when a shareholder dies, becomes disabled, divorces, or wants to leave the business.
An operating agreement, by contrast, governs the internal affairs of a Florida limited liability company. It typically defines each member’s ownership interest, management authority, voting rights, profit and loss allocations, distributions, capital contribution obligations, procedures for admitting or removing members, and rules for transferring membership interests.
Corporations and LLCs have different ownership and governance structures. Corporate owners hold shares and generally exercise control through shareholder voting and a board of directors, while LLC members have considerably more flexibility to establish their own management and economic arrangements through the operating agreement.
Using a document designed for the wrong entity type can leave important governance issues unresolved and create confusion when a dispute, ownership transfer, or major business decision occurs.
Portalatin Business Law Firm, was founded in April 2017 to serve Florida business owners with proactive legal strategy rather than after-the-fact damage control.
The practice centers on Florida business law, including shareholder agreements, ownership structures, and corporate governance. The firm works in English and Spanish, which lets founders in Coral Gables and across South Florida discuss ownership terms, buyout triggers, and partner exits in the language they actually run their business in.
1. Initial Meeting
We start with a conversation in English or Spanish. We ask how ownership is split, how many partners are involved, who does what, and where the business is headed. No document is drafted until we understand what you are building.
2. Agreement Scoping
Next, we map out what your agreement actually needs. This depends on Florida law and your specific situation, such as a partner buyout, a family member joining, or what happens if someone wants out. You get clarity, not a generic template.
3. Custom Draft
Then we prepare an agreement built for your business, not a form. It covers your rights as a co-owner, how decisions get made, and what your share is worth. Everything is drafted to comply with the Florida Business Corporation Act, Chapter 607.
4. Review and Negotiation
We walk you through the draft in plain language. If co-founders see things differently, we help you reach terms everyone accepts, calmly and clearly.
5. Execution and Filing
We handle signing formalities and coordinate any related filings with the Florida Division of Corporations. You sign knowing what each part means.
6. Ongoing Support
Your business will change. We review and update your agreement as new partners join, ownership shifts, or someone plans an exit, so it always protects what you have built.
No. Florida corporations are not legally required to have one, and many operate for years without it.
The default statute decides, and neither partner controls the outcome. In a 50/50 company with no agreement, a deadlock can stall decisions entirely and either side may end up asking a Florida court to intervene, sometimes seeking dissolution of the company.
Yes. Florida places no citizenship or residency requirement on shareholders, so a co-founder in Medellin, Caracas, Sao Paulo, or Buenos Aires can hold equity in your U.S. company. What needs attention is the paperwork around it: how votes are cast from abroad, how distributions are paid across borders, and which country’s courts hear a dispute. Portalatin Business Law Firm builds those terms into agreements for U.S.
Bylaws govern the corporation’s internal machinery: meetings, officer roles, notice requirements.
Yes, and it should be revisited when the business changes. Most agreements set their own amendment rule, commonly unanimous consent or a supermajority vote. Adding an investor, changing the ownership split, or bringing in a partner from outside the U.S.
At minimum: the events that trigger a buyout (death, disability, voluntary exit, divorce, bankruptcy), a valuation method, payment terms, and a right of first refusal so shares cannot be sold to an outsider without the other owners’ consent.
It gives a minority owner rights the default statute does not: veto power over major decisions, guaranteed board representation, tag-along rights if the majority sells, and access to financial records.
Cost is driven by the number of owners, the ownership structure, and whether it crosses borders. A straightforward two-owner agreement sits well below what a single deadlock dispute costs to litigate.
Templates cover the common case and miss the specific one. They rarely address governing law and jurisdiction when a partner lives abroad, valuation of a stake held by an international co-owner, or what happens if that partner dies and heirs in another country inherit shares.
If your business partner is in Bogota, Sao Paulo, or Buenos Aires and nothing on paper says what happens when one of you wants out, that gap costs far less to fix today than it will during a dispute. A conversation with us starts with your actual ownership structure, not a template.
Call us to talk through your situation. We will tell you plainly what your agreement should cover, what needs updating, and what it costs before you commit to anything.
Hablemos de su situación. Si usted y su socio nunca formalizaron el acuerdo de accionistas, o si lo que tienen no contempla un socio fuera de Estados Unidos, la primera conversación es para entender su caso y explicarle sus opciones con claridad.
