Business Buy/Sell and Corporate Law

Our team of attorneys routinely represent clients in business transactions ranging from asset purchase to stock purchase agreements to entity formation.  With more than 10 attorneys, we have the legal knowledge and expertise to address complex commercial transactions to routine entity formations. We can also renew your entity yearly.

• Ann Miles, Experienced Business Transaction and Entity Attorney
• James Hatfield, Experienced Tax Attorney

The Business Buy/Sell and Corporate Law attorneys at St. Johns Law Group understand the pressures on today’s business owners and buyers.  We have conducted numerous transactions for the purchase and sale of companies.  Our attorneys and lawyers work as a team to protect your interests and make sure the closing process or entity formation is smooth.  

What Types of Business Buy/Sell Do You Handle?

St. Johns Law Group routinely advises businesses and individuals on a wide range of business transactions, including business sales and purchases, leasing, rental agreements, financing and other related matters. From the small St. George Street shoppe to the large construction company, we provide clients with coordinated and thorough legal services.  

• Medical Practices
• Dental Practices
• Restaurant Businesses
• Bars and Lounges
• Accounting Firms
• Engineering Firms
• Government Contractors
• Boat Manufacturing and Repair Companies
• Construction Companies
• Electrical, Plumbing, HVAC, Roofing, Masonry, Concrete and Material Suppliers

Can You Review or Draft a Contract?

For contracts, we have created and drafted countless agreements for business owners.  We routinely review contracts and have the experience to draw upon forms we have used in the past and to pull key provisions to protect the parties.   

Can You Draft a Contract to Buy a Business?

Yes and better.  We can advise on issues such as whether the contract should be an asset purchase agreement or stock purchase agreement.  The type of agreement can have significant legal implications. 

• An asset purchase agreement can limit a buyer’s potential liability for the actions of the prior owner.  However, an asset purchase does not mean that the assets are free and clear.  In Florida, there is a Uniform Commercial Code (UCC) and UCC Financing Statements or other liens can be filed against company assets.  Protect yourself with a lien search.  Our paralegal team routinely facilitate third-party providers conducting lien searches.  
• A stock purchase agreement allows the buyer to take the place of the previous owner.  While liabilities can transfer as well and make such a transaction more risky, a stock purchase agreement can have benefits.  For example, some licenses or zoning approvals could be transferable in a stock purchase when they would not otherwise be transferable.  I can also be useful in continuity of employees and maintaining contracts that are not assignable.  Since the transaction would contemplate the entity remaining entirely the same, the transaction may avoid contracts with third-parties that prevent assignment.  

Can You Protect a Seller Financing the Sale of a Business?

Often, business sales contemplate the current owner financing a portion of the sale.  This can also help with a seller who started a company and wants a higher price for the sale or a buyer that does not have sufficient cash on hand or borrowing ability to purchase a business.    

We can draft a promissory note, personal guaranty and related documents to help protect the seller’s interest with the transaction involves seller financing.  We can also help the seller in recording a lien against the business assets.  

What is Involved in a Business Transaction?

While is may seem like and easy process of a money exchange and handing over the business keys, documenting the process properly is more involved.  Typically, the following should be considered:

• Non-Disclosure Agreement (NDA)
• Letter of Intent (LOI)
• Asset Purchase Agreement (APA) or Stock Purchase Agreement (SPA)
• Lien Search
• Due Diligence, including review of company financials
• Disclosure Schedules, such a debts, loans, assets, consents or approvals necessary, financial statements, bank accounts, contracts and commitments, affiliated transactions, accounts receivable, accounts payable, clients or customers
• Closing Statement
• Assignment and Assumption Agreement 
• Assignment and Assumption of Lease if the Business Rents Space
• Bill of Sale
• Officer’s Certificate
• Resignation Letter of Corporate Officers
• Written Consent of Shareholders
• Affidavit of LLC Members
• Furniture Fixtures and Equipment (FFE)
• List of Purchased Assets
• Intellectual Property (IP), such as Trademarks, Copyrights, Trade Secrets, etc.
• Assignment of Intellectual Property 
• Analysis of Assets versus Goodwill
• Transfer of Licenses or Permits required to conduct the Business
• Restrictive Covenants, such as business limited to a geographic area
• Employment Agreements
• Non-Compete or Non-Competition
• Non-Solicitation
• Conflicts of Interest

What Type of Business Entity Should I Consider?

From forming the entity to advising on the type of entity, our Business Buy/Sell and Corporate Law attorneys and lawyers have the experience to guide you.  In fact, we can help you understand the legal implications and protections available.  

• Sole Proprietor
• Partnership, General Partnership or Limited Partnership
• Limited Liability Company
• Corporation 
• Non-Profit Corporation, such as a Homeowners’ Association (HOA), Condominium (Condo) or Charity

Suffer Fraud, Misrepresentation or Breach of Contract?

Our Civil Litigators can send a demand letter, advise on filing a lawsuit and help formulate a strategy for moving forward. 

Do You Handle Business Litigation?

When litigation arises in a client’s business, St. Johns Law Group assists in providing the legal advice that can make a difference. Whether keeping your business running or enforcing a non-compete agreement, the firm’s attorneys have the experience you need.  

When appropriate, we can seek emergency injunctive relief to protect company assets or prevent solicitation of company customers by a former employee.  We have successfully handle embezzlement cases. 

If you sold you business and are not getting paid under the agreement or pursuant to a promissory note, we can advise on filing a lawsuit on your behalf.    

Representative Clients