At Portalatin Business Law Firm, we help Fort Lauderdale co-owners put their ownership terms in writing while the partnership is still healthy. Since April 2017, we have served South Florida businesses.
A shareholder agreement is a private contract among co-owners of a corporation. It sets who owns what, who decides what, and what happens if an owner dies, divorces, becomes disabled or wants out. It usually includes buy-sell terms, the rules for when and at what price one owner’s shares get bought. LLC owners get the same protections through an operating agreement.
Many Broward businesses start on a handshake and an online-formation template. That boilerplate rarely says how to value the company or how to break a 50/50 deadlock, a tie vote with no way forward. Without clear terms, Florida’s default rules, and sometimes a court, fill the gaps.
We review what you already have and strengthen it as part of structuring and governing your company.
Protection Before Problems Arise
We draft buy-sell, deadlock and succession terms before a buyer, investor or disagreement forces the issue. The same focus shapes how business contracts get drafted across your company.
Solutions Tied to Your Business Goals
The terms fit how the company runs today and where it is headed.
Super Lawyers Rising Star
Founding attorney, Jessica Portalatin, has been named a Rising Star every year since 2022.
Peer-Rated and in Good Standing
Other attorneys give her a 4.9 out of 5.0 Martindale-Hubbell rating for legal knowledge, communication and judgment. She is a Florida Bar member in good standing.
A Partner for the Long Term
Agreements can be reviewed and updated as owners join, exit or bring in investors.
Bylaws set a corporation’s internal rules and formalities, and a shareholder agreement is a private contract about what the owners owe each other. An operating agreement does both jobs for an LLC, so LLC owners use one in place of a shareholder agreement and Bylaws.
A buy-sell clause sets who buys a departing owner’s stake and at what price. The company can buy it back (redemption), or partners can buy from each other (cross-purchase), often funded by life insurance.
Yes, in most cases. Section 542.335 of the Florida Statutes enforces non-compete and non-solicitation clauses that are in writing, signed by the owner they bind, and tied to a legitimate business interest, such as:
The restriction must also be reasonable in time, geographic area and scope. When the clause applies to a co-owner selling shares, Florida law presumes a restriction of 3 years or less is reasonable and one longer than 7 years is not.
1. Goals and ownership review
We start with a confidential meeting with one owner or all of them to find out what is most urgent and what each partner is most concerned about. We confirm who owns what, who decides what, and what each partner wants protected.
2. Document and entity review
We read your articles, bylaws or operating agreement, and cap table (the record of who holds which shares or units).
3. Identifying gaps and risks
We flag where Florida default rules for corporations (Chapter 607) or LLCs (Chapter 605) would override what the owners intended. Common gaps include no buyout price, no deadlock process and no death, disability or divorce triggers.
4. Drafting or revising terms
We write buy-sell terms, transfer limits, voting rules and succession steps in plain, neutral language.
5. Negotiation among owners
Structured joint meetings keep the discussion on workable compromise. Partners abroad can join by video.
6. Signing and recordkeeping
Owners sign by e-signature from anywhere, and the final agreement is filed with your company records.
7. Scheduled future reviews
We set check-ins for growth, new investors or ownership changes so the terms keep pace with the business.
They do similar jobs, but for different entities.
Without a buy-sell clause, his shares can pass to his estate or heirs, and in a divorce a Florida court may treat them as marital property.
Yes. We review the existing articles, bylaws or operating agreement and strengthen what is already there, sometimes adding missing pieces such as protections for shared trade secrets between owners.
A good agreement sets the tiebreaker in advance, such as mediation or a buyout trigger.
Transfer restrictions bind later holders when properly noted on share certificates or known to the new owner. Buyers should also sign joinders to the Agreement to explicitly bind themselves by the existing document.
Generally no. Nonresident aliens cannot be S corporation shareholders, and one ineligible transfer can end the election.
Drag-along lets majority owners require minority owners to join an approved sale. Tag-along rights lets minority owners include themselves in an approved sale of the shares of the corporation.
Put ownership terms in writing while you and your partner still agree on them.
The first meeting is a chance for us to find out what is most urgent and what your biggest concerns are.
Call us to schedule a call to review your current documents and set clear buy-sell, deadlock and succession terms for your Fort Lauderdale business.
