For decades our attorneys have handled all types of business transactions from the sales and purchases of start-up companies, to the sales, purchases and mergers of large multimillion dollar companies.
Likewise, our attorneys have extensive experience representing clients in all types of business and commercial disputes in all state and federal courts throughout Northwest Florida.
Our practice areas include:
- Formation and Dissolution of LLC’s, Corporations and other Business Entities
- Negotiation of Contracts
- Contract Disputes and Litigation
- Non-Compete and Trade Secret Litigation
- Buy/Sale/Merger of Businesses
- Employment Contract and Non-Compete Agreements
- All types of Business and Commercial Litigation
- General Legal Advice
- Business Consulting
Doing Business in Florida
Setting up a business in Florida can be done in a number of ways, from partnerships to corporations. Each business entity has its advantages and disadvantages depending on the function of the business and your goals.
At some point, almost every business, no matter how simple or how complicated, needs the services of an experienced business or commercial lawyer. No business should be without one.
At Anchors Smith Grimsley, we work with you throughout the life of your business to ensure that it is formed correctly, that growth and change are addressed, and that your legal documents are updated as needed. We are experts in business law, and we are willing to work with you every step of the way.
The main business entities are: Sole Proprietorship, General Partnership, Limited Liability Partnerships (LLP), Limited Liability Company (LLC), S Corporation and a C Corporation. First, take a look at Sole proprietorship and general partnerships, then dive down into limited liability companies. These are the most common types of business we see. For more information on other forms of business entity, however, do not hesitate to get in touch.
This is one individual, or a married couple in business. It is a common form of business because it is simple to form and operate, and it has flexibility of management, fewer controls than other forms, and fewer taxes.
The downside is that the owner is personally liable for all business debt.
Here, you will see two or more people who contribute money, labor, and/or skill to a business for a share of the business profits, losses, and management of the business.
Each partner has equal personal liability for debts incurred by the partnership. Formal terms are contained in a written partnership agreement.
Limited Liability Company (LLC)
A Limited Partnership is composed of one or more general partners and one or more limited partners. The general partners manage the business and share fully in its profits and losses. Limited partners share in the profits of the business, but their losses are limited to the extent of their investment. Limited partners are usually not involved in the day-to-day operations of the business.
In today’s world, most small businesses are set up as Limited Liability Companies (LLC) in order to protect personal assets. At Anchors Smith Grimsley, you will work with one of our small business lawyers to prepare a written agreement that details the organization of the LLC including: management provisions, assignability of interests, and distribution of profits and losses.
Forming an LLC in Florida – Operating Agreements
Commercial law can be very complicated, so it is important to follow certain steps when the company first comes to life. When forming an LLC, you must first develop then file Articles of Organization with the Florida Division of Corporations.
Next, though not required, we strongly urge you to develop an operating agreement. Our business attorneys are well versed in developing operating agreements specifically for corporations and LLCs.
An operating agreement specifies the terms entered into by the members of the LLC. These include the role of each member, voting rights, who manages the LLC, how the LLC would be dissolved, how the operating agreement can be amended, and how members may be admitted or removed. These are critical items that require an agreement.
Without an operating agreement, disagreements among LLC members can quickly become litigious. The state of Florida recognizes an LLC’s operating agreement as a governing document. An operating agreement helps everyone to remember what they agreed upon.
What is a Non-Compete Agreement?
In contract law, a non-compete clause, also known as a covenant not to compete, is a clause under which one party agrees not to enter into or start a similar profession or trade in competition against another party.
Non-compete agreements usually exist between an employer and an employee, but they can also exist among members of an LLC.
Non-compete clauses are meant to protect a business’ confidential information, sensitive business information or trade secrets. It should prevent this information being used by former employees or business associates.
Typical situations where a non-compete clause is used include the hiring of a new employee, the end of an employee/employer relationship, or during consultancy. Contact a commercial attorney for further inquiry.
Contract Dispute Lawyer
Our contract dispute attorneys provide tactical and strategic advice to our business clients, protecting their rights, interests, and reputations when facing a commercial dispute.
Our lawyers are experienced in dispute resolution and help our clients to fully understand what they are facing, as well as the best approaches to resolution.
Every dispute is unique. Every business different. Whatever the situation, a business litigation attorney will help you to look at what is at stake and what it will take to get your business the best possible outcome.
If we have to, we go to court, but we know that often our clients want to preserve a commercial relationship or avoid bad public relations. Often, they do not want to resort to a courtroom if possible. When appropriate, therefore, we encourage our clients to look at practical alternatives for resolving a dispute.
We are with our clients every step of the way through whatever process they choose to get the desired result.
Disputes come in all sizes and types. We have experience in a vast array of commercial dispute resolution, including:
- Breach of contract.
- Sale and supply of goods and services.
- Agency, distribution and franchise agreements.
- Warranty and indemnity claims.
- Retention of title.
- Trade finance.
- Exclusion and limitation clauses.
- Restrictive covenants.
- Misrepresentation claims.
- Civil fraud.
- Breaches of trust.
- Breaches of fiduciary duties.
- Unjust enrichment.
- Economic torts.
- Unfair business and trade practices.
Whether you need a business lawyer, a contract lawyer, or a commercial litigation lawyer, we are here and well qualified to be of service in:
- Formation and dissolution of LLC’s, corporations and other business Entities.
- Negotiation of contracts.
- Contract disputes and litigation.
- Non-compete and trade secret litigation.
- Buy/Sale/Merger of businesses.
- Employment contract and non-compete agreements.
- All types of business and commercial litigation.
- General legal advice.
- Business consulting.
At Anchors Smith Grimsley, our attorneys have extensive experience helping clients to form their company as well as, when necessary, representing our clients in business and commercial disputes in all state and federal courts located throughout Northwest Florida. Contact us today to see how we can help you!
We serve many areas including Destin.