Business Formation
Legal support for selecting, creating and organizing a Florida business entity.
- Limited liability companies
- Corporations
- Partnerships
- Operating agreements
- Shareholder agreements
FLORIDA BUSINESS LAW & TRANSACTION SUPPORT
Business Law for Florida Companies, Investors & Entrepreneurs
Practical legal guidance for starting, operating, growing, purchasing or selling a Florida business.
Business legal services are provided separately through Barry Miller Law. When a transaction also involves commercial real estate, The Closing Agent can provide title insurance, escrow and settlement services through a separate engagement.
BUSINESS IS MORE THAN LEGAL DOCUMENTS
Important Decisions Deserve Thoughtful Legal Guidance
Running a business requires decisions involving ownership, relationships, employees, contracts, property, financing and risk.
The legal consequences of those decisions may not become clear until a disagreement, missed obligation or unexpected transaction problem occurs.
Engaging counsel before forming a company, signing an agreement, admitting a partner, purchasing property or acquiring another business can reduce uncertainty and help create a stronger foundation for growth.
BUSINESS LEGAL SERVICES
Support for the Decisions That Shape Your Company
Services are tailored to the business, transaction and scope defined in the law firm’s separate engagement agreement.
Commercial Real Estate
Legal services for business-property purchases, leases, development and investment transactions.
- Purchase and sale agreements
- Commercial leases
- Development projects
- Due diligence
- Title and closing coordination
Business Contracts
Drafting and review of agreements that define responsibilities, performance and risk.
- Customer agreements
- Vendor agreements
- Independent contractor agreements
- Service contracts
- Purchase agreements
Employment Matters
Agreements and policies addressing key employment and executive relationships.
- Employment agreements
- Executive compensation
- Confidentiality agreements
- Non-disclosure agreements
- Non-solicitation provisions
Buying or Selling a Business
Legal guidance for structuring and completing a business acquisition or sale.
- Asset purchases
- Stock or membership purchases
- Due diligence
- Purchase negotiations
- Closing coordination
Business Disputes
Strategic guidance when contracts, ownership or commercial relationships break down.
- Contract disputes
- Collections
- Business litigation
- Negotiation
- Mediation and arbitration
BUSINESS FORMATION & GOVERNANCE
Choose More Than a Name and File an Online Form
Creating a legal entity is only the beginning. Owners should also consider management authority, voting rights, capital contributions, distributions, transfers, departures and dispute procedures.
A well-designed governance agreement can help prevent uncertainty when circumstances change or owners disagree.
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Entity selection and organization
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Ownership percentages and contributions
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Management and voting authority
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Profit and distribution provisions
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Transfer and buyout restrictions
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Death, disability and succession planning
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Deadlock and dispute procedures
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Exit and dissolution terms
CONTRACT REVIEW & PREPARATION
A Contract Should Reflect the Actual Business Relationship
Standard templates may not address the specific services, risks, payment terms, ownership rights or performance expectations of a particular transaction.
Legal review can help clarify what each party must do, how problems will be addressed and what happens when a relationship ends.
Scope and Performance
Clearly define the products, services, standards and deadlines.
Payment Terms
Address pricing, deposits, invoicing, late payments and expenses.
Risk Allocation
Review indemnity, limitation-of-liability and insurance provisions.
Confidential Information
Establish how sensitive business information may be used and shared.
Intellectual Property
Clarify ownership of work product, content, systems and branding.
Termination and Disputes
Define cancellation rights, cure periods and dispute procedures.
BUYING OR SELLING A BUSINESS
Structure the Transaction Before You Commit
A business acquisition involves more than agreeing on a price. The structure can affect assets, liabilities, employees, contracts, licensing, taxation and post-closing obligations.
Letter of Intent
Establish preliminary economic terms, confidentiality and due diligence expectations.
Due Diligence
Review business records, contracts, liabilities, assets and operational concerns.
Transaction Structure
Determine whether the transaction is an asset, stock or membership interest purchase.
Purchase Agreement
Address representations, warranties, indemnification and closing conditions.
Closing Documents
Prepare assignments, bills of sale, consents and related transfer documents.
Post-Closing Obligations
Address transition services, restrictive covenants and retained responsibilities.
WHEN BUSINESS AND REAL ESTATE INTERSECT
Commercial Property Is Often Central to the Transaction
A company purchase, expansion, relocation or investment may also involve an office, retail location, warehouse, development parcel or income-producing property.
Barry Miller Law may provide separate legal services involving the contract, lease, ownership structure or transaction terms.
The Closing Agent may separately provide title insurance, escrow and settlement services for the commercial real estate closing.
Explore Commercial ClosingsOffice Buildings
Purchases, sales, financing and leasing of professional office property.
Retail and Hospitality
Property transactions involving shops, restaurants and hospitality operations.
Industrial and Warehouse
Title and legal coordination for operating and investment property.
Development Property
Land acquisitions, ownership structures and development-related transactions.
Investment Real Estate
Purchases, sales and exchange-related commercial transactions.
Commercial Leasing
Review and negotiation of landlord and tenant rights and obligations.
ONE COORDINATED EXPERIENCE. SEPARATE PROFESSIONAL ROLES.
Barry Miller Law and The Closing Agent Serve Different Functions
Legal representation and title or settlement services are provided through separate organizations and separate engagements.
LEGAL SERVICES
Barry Miller Law
- Legal advice and representation
- Contract drafting and review
- Business formation
- Corporate governance
- Negotiations
- Business acquisitions and sales
- Commercial leasing
- Litigation and dispute resolution
TITLE, ESCROW & SETTLEMENT
The Closing Agent
- Commercial title searches
- Title examination and clearance
- Escrow services
- Settlement coordination
- Closing statements
- Secure receipt and disbursement of funds
- Recording
- Title-insurance issuance
SUPPORT THROUGHOUT THE BUSINESS LIFECYCLE
Legal Needs Change as the Business Evolves
Start
Form the entity and establish ownership and governance.
Operate
Develop contracts, policies and key business relationships.
Hire
Address employment, confidentiality and executive arrangements.
Acquire Property
Purchase or lease real estate needed for the business.
Grow
Add owners, expand operations or enter new markets.
Acquire
Purchase another business, assets or investment property.
Resolve
Manage disputes, defaults and difficult relationships.
Transition
Sell, transfer or plan succession for the business.
FLORIDA BUSINESSES & INVESTORS
Experience Across a Range of Industries and Transactions
Legal needs vary by industry, ownership structure, contracts and regulatory environment.
The law firm evaluates each requested engagement based on the facts, potential conflicts and required experience.
Commercial Real Estate Investors
Developers
Builders and Contractors
Professional Services Firms
Medical and Healthcare Practices
Restaurants and Hospitality
Retail Businesses
Technology Companies
Family-Owned Businesses
Property Management Companies
Homeowners Association Vendors
Entrepreneurs and Startups
BUSINESS DISPUTES
Address Conflict Before It Consumes the Business
Business disagreements can disrupt operations, damage relationships and create significant financial exposure.
Early legal review may help clarify the parties’ rights, preserve evidence and identify a path toward negotiation, mediation, arbitration or litigation.
Contract Breaches
Disputes involving payment, performance, delivery or termination.
Ownership Disputes
Disagreements among members, partners or shareholders.
Commercial Collections
Recovery of unpaid contractual obligations and business debts.
Vendor and Customer Disputes
Conflicts involving services, quality, payment or contractual duties.
Employment-Related Claims
Disputes concerning agreements, confidentiality or business relationships.
Real Estate Disputes
Disagreements involving purchases, leases, ownership or commercial property.
WHY CLIENTS VALUE A COORDINATED APPROACH
Business, Legal and Real Estate Issues Often Overlap
Florida Experience
Longstanding experience serving Florida businesses, investors and real estate clients.
Transaction Focus
Practical attention to the documents, risks and steps needed to complete the transaction.
Commercial Closing Resources
Separate access to experienced title, escrow and settlement professionals when real estate is involved.
Clear Professional Roles
Legal services and title services remain distinct, with separate responsibilities and engagements.
Secure Coordination
Structured handling of documents, closing information and transaction funds.
Long-Term Relationships
Support for business formation, growth, property, acquisitions, disputes and transitions.
FREQUENTLY ASKED QUESTIONS
Florida Business Law Questions
Should an attorney form my LLC or corporation?
The appropriate structure depends on ownership, management, taxation, liability, financing and long-term goals. An attorney can explain the legal options and prepare governance documents tailored to the owners’ agreement.
When should I involve a business attorney?
Ideally before forming the company, signing a significant agreement, admitting a partner, purchasing a business or commercial property, or taking action in a developing dispute.
Can The Closing Agent provide business legal advice?
No. The Closing Agent is a title insurance agency and settlement company. Business legal services are provided separately by Barry Miller Law or another attorney selected by the client.
Can Barry Miller Law and The Closing Agent work on the same transaction?
Potentially, yes. Barry Miller Law may provide separately retained legal services while The Closing Agent provides title, escrow and settlement services through a separate engagement.
Do you assist with buying an existing business?
Potential services may include transaction structuring, due diligence, negotiation, purchase-agreement preparation and closing documentation, subject to conflict review and acceptance of the engagement.
Do you work with startups and new businesses?
Potential services may include entity formation, governance documents, contracts and other legal matters appropriate to a new Florida business.
Can you review a commercial lease?
Barry Miller Law may review or prepare commercial leasing documents when the matter is accepted under a separate legal engagement.
Does contacting the law firm create representation?
No. An attorney-client relationship begins only after conflict review, acceptance of the matter and execution of the law firm’s written engagement agreement.
BUILD, GROW AND TRANSITION WITH CONFIDENCE
Start the Conversation Before the Next Major Business Decision
Whether you are launching a company, negotiating a contract, purchasing commercial property, acquiring another business or planning an exit, timely legal guidance can help you make a more informed decision.
Important Legal Notice
The Closing Agent is a Florida title insurance agency and settlement company and is not a law firm. The Closing Agent does not provide legal advice or legal representation.
Business-law and other legal services are provided separately by Barry Miller Law or another attorney selected by the client.
Legal representation is subject to conflict review, acceptance of the matter and execution of a separate written attorney-client engagement agreement.
Contacting The Closing Agent, Barry Miller Law or submitting an inquiry does not itself create an attorney-client relationship.
Information on this page is general and does not constitute legal, tax, accounting, investment, employment or financial advice. The appropriate entity, agreement, strategy and legal service depend on the facts of the particular business or transaction.
Clients should consult their own tax and accounting professionals regarding tax classification, financial reporting and related consequences.