Business Management Service and Consulting

The entity you choose sets the foundation for everything — liability protection, tax treatment, ownership structure, and exit options. We advise on the right entity choice and handle all formation documents: articles of organization or incorporation, operating agreements, shareholder agreements, and bylaws. We form LLCs, corporations, partnerships, and professional associations in Florida and coordinate with your CPA to align legal and tax structures.

Every business runs on contracts. We draft and review the agreements that keep your business protected — vendor agreements, service contracts, independent contractor agreements, NDAs, non-compete agreements, licensing agreements, and supplier contracts. We also negotiate commercial leases for business tenants and landlords, reviewing terms, tenant-favorable provisions, personal guarantee exposure, and renewal rights. A bad commercial lease can be a serious liability for years.

Business partner disputes are among the most damaging legal problems a company faces. When partners disagree about direction, when a minority member feels frozen out, or when a co-owner breaches fiduciary duties, the business itself becomes the casualty. We represent owners in partner disputes, negotiate buyouts and restructurings, and litigate when negotiation fails. We move quickly — because time in a business dispute is never your friend.

Florida is an at-will employment state, but that doesn’t mean employers can do whatever they want. Wage and hour compliance, independent contractor classification, non-compete enforceability, discrimination claims, and wrongful termination allegations are real risks for every business. We draft employment agreements, separation agreements, and employee handbooks, advise on HR compliance, and represent businesses in employment disputes.

Buying or selling a business is one of the most complex transactions an owner will ever undertake. We represent buyers and sellers — conducting due diligence, drafting and negotiating asset or stock purchase agreements, addressing representations and warranties, structuring earnouts and holdbacks, coordinating lender requirements, and handling closing mechanics. We keep negotiations focused on getting to yes.

Hiring a full-time in-house attorney is expensive and often unnecessary for small and mid-size businesses. Richard Rosa Law offers outside general counsel services — providing ongoing legal support on retainer. We learn your business, anticipate your legal needs, and provide responsive advice as issues arise. Our clients call us when contracts need reviewing, when an employee situation is escalating, or when they need a quick legal read on a business decision.

Both provide liability protection but are structured differently with different tax implications. LLCs are generally more flexible with fewer formality requirements and pass-through taxation by default. Corporations can be advantageous for certain payroll and self-employment tax planning strategies. The right choice depends on your business type, ownership structure, and tax situation — we advise in coordination with your CPA.

Yes — Florida is one of the most employer-friendly states for non-compete enforcement. Florida Statute 542.335 allows courts to enforce agreements that protect legitimate business interests — trade secrets, confidential information, substantial customer relationships, and specialized training — as long as restrictions are reasonable in duration, geographic scope, and activity. Courts can modify overbroad agreements rather than void them entirely.

A comprehensive operating agreement should address: ownership percentages and capital contributions; voting rights and required majorities; management structure; profit and loss allocation; compensation and distributions; restrictions on transfer of membership interests; buyout rights and valuation methodology on death, disability, or departure; and dispute resolution. Template operating agreements routinely leave critical issues unaddressed — we draft agreements that answer the hard questions before they become problems.

Due diligence is the process of investigating a business before you buy it — verifying that what the seller represents is accurate and identifying undisclosed liabilities. Legal due diligence covers corporate documents, material contracts, employment agreements, intellectual property, regulatory compliance, pending litigation, and contingent liabilities. We conduct due diligence efficiently, flagging issues that matter and not creating noise around issues that don’t.

Dissolving a Florida LLC or corporation requires filing dissolution documents with the Florida Division of Corporations, notifying creditors, winding up affairs, settling debts, distributing remaining assets, and filing final tax returns. The process must be handled correctly to cut off personal liability exposure. We guide business owners through formal dissolution to ensure it’s done cleanly and completely.