Business Buy/Sell and Corporate Law

At St. Johns Law Group, we provide trusted legal guidance for businesses at every stage—from formation to sale, from daily operations to complex transactions. With over 10 attorneys, including experienced transactional, tax, and litigation counsel, we are the largest law group in the St. Augustine area.

Whether you’re buying or selling a business, structuring an entity, or drafting contracts, our business law attorneys offer comprehensive, personalized legal services to protect your interests and minimize your risk.

Full-Service Business Buy/Sell Legal Support

Our attorneys routinely represent buyers and sellers in transactions of all sizes—from small retail shops to multi-million-dollar manufacturing and professional service companies.

Industries We’ve Represented:

• Medical & Dental Practices

• Restaurants, Bars & Hospitality

• Accounting & Engineering Firms

• Construction & Contracting Companies

• Government Contractors

• Boat Repair & Manufacturing

• HVAC, Plumbing, Roofing & Other Trades

Our Services Include:

• Asset Purchase Agreements (APA)

• Stock Purchase Agreements (SPA)

• Business Valuation & Due Diligence Review

• Lien & UCC Searches

• Intellectual Property Transfers (Trademarks, Domains, etc.)

• Lease Assignment & Real Estate Considerations

• Purchase Price Allocation (FFE vs. Goodwill)

• Employment Agreements & Restrictive Covenants

• Seller Financing Protection (Notes, Guarantees, UCC Filings)

• Franchise Transfers & Licensing

Contract Drafting & Review

We draft and review contracts tailored to your specific business needs. Our lawyers understand the risks, the leverage points, and the common pitfalls that can cost you down the line.

Whether you need an operating agreement, a shareholder buy-sell agreement, or a commercial lease, we ensure your documents are enforceable and protect your interests.

Entity Formation & Structure

Choosing the right entity is a critical first step. We’ll walk you through the legal and tax implications and handle all aspects of formation, including:

• LLCs, Corporations, Partnerships & Non-Profits

• Articles of Incorporation / Organization

• Bylaws & Operating Agreements

• Partnership Agreements & Joint Ventures

• Land Trusts & Asset Holding Entities

• Entity Name Searches & Annual Renewals

Common Entity Types:

• Limited Liability Company
• Business Corporation Act
• Florida Not For Profit Corporation Act
• Uniform Partnership Act
• Professional Service Corporation Act
• Private School Corporation Law

Asset Purchase vs. Stock Purchase – We Help You Decide

Asset Purchase Agreement (APA)

• Reduces liability by only purchasing selected assets

• Often requires lien searches under Florida’s Uniform Commercial Code (UCC)

• Can exclude certain debts or obligations of seller

Stock Purchase Agreement (SPA)

• Buyer takes over ownership of the entire company, including liabilities

• Can preserve non-transferable licenses, contracts, and zoning approvals

• Often used for employee continuity and maintaining key contracts

We help clients assess both options and structure deals to maximize benefits and minimize exposure.

Seller Financing? We’ve Got You Covered

If you’re selling your business and financing part of the transaction, we can draft all necessary documents to protect your position:

• Promissory Notes

• Personal Guaranties

• Security Agreements

• UCC Financing Statements

• Lien Recording on Business Assets

Business Litigation & Disputes

When business conflicts arise—whether breach of contract, fraud, or non-payment—our civil litigation team is ready to step in.

We handle:

• Business Contract Disputes

• Enforcement of Non-Compete Agreements

• Embezzlement & Misappropriation Cases

• Business Sale Disputes & Note Defaults

• Shareholder & Partner Conflicts

• Demand Letters & Lawsuits

• Injunctions for Emergency Relief

Documents Commonly Used in Business Transactions

• NDA (Non-Disclosure Agreement)

• LOI (Letter of Intent)

• APA / SPA

• Due Diligence Disclosures

• Assignment & Assumption Agreements

• Bill of Sale

• Resignations, Consents, and Officer Certificates

• FFE and Asset Lists

• Assignment of IP (Trademarks, Domains, Copyrights)

• Employment & Non-Compete Agreements

• Transfer of Licenses or Permits

Key Attorneys

• Ann Miles – Business Entity Formation & Transactions

• James Hatfield, J.D./LL.M. – Tax Structuring & Allocation Strategy

• Felecia Walker – Business Inheritance Disputes

• Douglas Burnett – High-Stakes Commercial Transactions

• Shaun Saliba – Business Contract Disputes

Serving Businesses Throughout Florida

We represent corporate clients across Florida, with a strong focus on Northeast Florida communities including:

• St. Augustine & Anastasia Island

• Ponte Vedra, Nocatee & Silverleaf

• St. Johns, Palm Coast, & Flagler

• Palatka & Putnam County

• Green Cove Springs & Clay County

• Jacksonville & Duval County

• Fernandina Beach & Nassau County

• All Surrounding Beach and Inland Areas

📞 Buying, Selling, or Starting a Business? Let’s Talk.

From due diligence to closing, from partnerships to restructuring, St. Johns Law Group is your trusted partner in business law. We offer strategic legal advice and powerful representation to protect your business and help you grow with confidence.

Schedule a consultation today. In-person, phone, and virtual appointments available.