At Portalatin Business Law Firm, we help business partners across Florida put their ownership rights in writing before problems ever start.
Since April 2017, our team has drafted shareholder agreements that protect founders from the disputes that quietly destroy good businesses.
Our founding attorney, Jessica Portalatin, has been named to the Super Lawyers Rising Stars list every year since 2022, a recognition given to roughly the top 2.5% of Florida attorneys.
A shareholder agreement is a written contract between the owners of a business, specifically a corporation. It spells out who owns what, what happens if a partner wants to leave, and how disagreements get resolved. Without one, a strong partnership can fall apart the moment money, control, or an outside buyer enters the picture.
Florida recorded over 380,000 new business entity registrations in 2023, according to the Florida Division of Corporations 2023 Annual Report. Most of those founders never protect their ownership in writing. We make sure yours is one that does, with clear pricing and remote video consultations available statewide.
That is what it feels like to work with an attorney who listens first and explains things clearly.
Clear guidance you can act on, so you know exactly where you stand before signing anything.
Proactive counsel that catches the gaps a template or online form would miss.
No surprises, just straight answers from start to finish.
Guidance for founders who want to understand their options, not just be handed paperwork.
A shareholder agreement is the rulebook you and your business partners agree on before anyone disagrees. It puts the important decisions in writing while everyone is still on good terms, which is exactly when it works best.
A strong agreement covers:
We build agreements that prevent disputes, not just document them
Most conflicts between business partners are avoidable. We draft your shareholder agreement to answer the hard questions in advance. What happens if a partner wants to leave, sell their share, or brings in an outside investor no one agreed to.
We speak your language, literally
We serve clients in English and Spanish. That means no guessing and no communication gap with an attorney who does not understand how you and your co-founders actually work.
Recognized among Florida’s top attorneys
Jessica Portalatin has been named to the Super Lawyers Rising Stars list since 2022, placing her in roughly the top 2.5% of Florida attorneys. She also holds a 4.9 out of 5.0 peer rating from other lawyers through Martindale-Hubbell.
We know Florida law, not a generic template
Florida has more than 3 million registered business entities, all governed by the shareholder rights framework under Chapter 607 of the Florida Statutes. We draft to comply with those rules, and customize what we can to personalize the agreement to your business, something an online form will never account for.
We are a partner, not a one-time transaction
We maintain a 4.3 star rating from hundreds of Miami clients and offer remote video consultations statewide, so we stay accessible as your business grows.
If your agreement is silent on what happens when a partner wants out, the Florida Business Corporation Act (Chapter 607, Florida Statutes) decides for you. That default may not match what you and your co-founder actually agreed to.
Provisions every Florida agreement should address:
Jessica Portalatin founded Portalatin Business Law Firm in April 2017 with a clear focus to protect businesses before problems start, not after. The firm builds strong legal foundations so a co-founder dispute, a partner exit, or an incoming investor does not put everything you built at risk.
With offices in Miami and Orlando, the firm serves entrepreneurs across Florida. Many are international, especially from Latin America.
Jessica is a Florida Bar member in good standing and has been named to the Super Lawyers Rising Stars list four years running, from 2022 through 2025, placing her among the top 2.5% of attorneys in the state. Her practice covers business formation, contracts, intellectual property, and shareholder and operating agreements.
1. Initial Meeting
We start by understanding your business: your structure, how many shareholders you have, each person’s ownership percentage, and what you want to protect.
2. Information Gathering
We map out the details that matter. We look at each partner’s role, who contributed what capital, what happens if someone wants to leave, and how much risk everyone is comfortable with.
3. Agreement Drafting
We draft a custom agreement under Florida law. It covers buy-sell terms (rules for buying out a departing partner), voting rights, and how to break a deadlock.
4. Shareholder Review
We share the draft with every partner and answer questions in plain language. Everyone should understand what they are signing before they sign it.
5. Negotiation and Revision
If terms need discussion, we work through that conversation between co-founders or investors and revise until the agreement works for all sides.
6. Execution and Corporate Records
We finalize signing and make sure the agreement lines up with your bylaws and articles of incorporation.
7. Ongoing Partnership
As your business grows, we update the agreement to reflect new investors, ownership changes, or expansion.
A shareholder agreement is not required by Florida law, but going without one is a real risk. The Florida Business Corporation Act fills the gaps by default, and those default rules rarely match what you and your co-founder actually want.
Bylaws set the internal rules for how the corporation runs, covering meetings and officer roles. A shareholder agreement is a contract between the owners that covers ownership rights, voting, and what happens if a partner wants to leave.
Yes, in most cases. Florida law lets shareholders opt out of many default provisions through a signed agreement.
A strong buy-sell agreement covers the triggers, the price, and the funding. It should spell out what happens if a partner dies, becomes disabled, wants out, or gets divorced.
Without an agreement, the shares usually pass through the deceased owner’s estate or will. That means you could find yourself in business with a spouse, child, or stranger you never chose.
Yes, you decide the valuation method upfront so no one argues about it later. Common approaches include a fixed price updated yearly, a formula tied to earnings, or an independent appraisal.
It depends on what the agreement says. Florida offers some protections to minority owners, but a well-drafted agreement can include drag-along or squeeze-out terms that allow a forced sale under specific conditions.
A drag-along clause lets majority owners require minority owners to join in a sale of the whole company. It applies when a buyer wants to purchase 100 percent and one small owner might otherwise block the deal.
LLCs use an operating agreement, while corporations use bylaws and a shareholder agreement. They serve the similar purposes of setting ownership rights, voting, and exit terms, just for different entity types.
Yes, but only if the owners agree to the amendment following the process written into the original agreement. Most agreements require a specific vote, often unanimous or a supermajority, to make changes.
A clear shareholder agreement, drafted before problems arise, keeps your ownership rights, your voting power, and your say in the business intact.
At Portalatin Business Law Firm, we help founders across Florida put those protections in writing, and often on a flat fee so you know the cost upfront.
We talk through your situation and show you what protection looks like.
Schedule your meeting today. Call us and let us protect what you are building before you need it.
