Matters we handle
- Letters of intent and deal structure
- Due diligence on contracts, leases, liabilities, licenses, and litigation
- Asset purchase and stock or membership interest purchase agreements
- Representations, warranties, and indemnification
- Seller financing, promissory notes, earn-outs, and escrows
- Non-compete and non-solicitation agreements from the seller
- Transfers of leases, permits, and licenses, including alcoholic beverage licenses
- Partner and shareholder buyouts
- Disputes after closing over representations, earn-outs, or indemnification
Florida law at a glance
- In an asset purchase, the buyer generally takes only the liabilities it agrees to assume, with some exceptions. In a stock or membership interest purchase, the company keeps its history, including its liabilities.
- Under section 213.758, Florida Statutes, a buyer can become liable for the seller’s unpaid Florida sales and use taxes unless the required steps are taken before closing.
- A non-compete given by the seller of a business is presumed reasonable if it lasts three years or less (section 542.335).
- Florida liquor licenses and many other permits do not transfer automatically. They need approval from the agency that issued them.
General information about Florida law, not legal advice about your situation. Deadlines and requirements depend on the facts and the documents involved.
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