Choosing and Forming the Right Entity
One of the first decisions a new business faces is how to structure itself, and the choice carries real consequences for liability, taxes and control. Florida owners most often form a limited liability company under the Florida Revised Limited Liability Company Act, a corporation under the Florida Business Corporation Act, or a nonprofit under what the Legislature renamed in 2026 the Florida Nonprofit Corporation Act. The right structure depends on how many owners there are, how profits will be shared, how the business will raise money, and how the owners want to be taxed. We help you determine which entity fits before anything is filed, because changing it later can be costly.
Getting this right at the start costs far less than restructuring later. Florida’s LLC and corporation statutes fill in default rules whenever the owners haven’t written their own, and those defaults are rarely what a particular business would have chosen. A clear operating agreement or shareholder agreement, signed before a disagreement arises, prevents a surprising share of the disputes that later land in court.
Keeping the company in good standing
Formation is only the start. Every Florida LLC and corporation must file an annual report with the Division of Corporations between January 1 and May 1. A report filed late carries a $400 late fee for LLCs and for-profit corporations, and a company that hasn’t filed by the third Friday in September is administratively dissolved the following week. If you do business under a name other than your company’s legal name, Florida also requires a fictitious name registration, and an unregistered business can’t bring a lawsuit until it complies. We help owners keep these filings current so the company’s protections stay intact.
Contracts Protect Your Business: Where Most Disputes Are Won or Lost
The most effective thing a business can do to avoid litigation is to use clear, well-drafted contracts. A strong agreement spells out what each party agrees to do, defines what happens if something goes wrong, sets out the damages or other remedy available, and often decides who pays the legal fees in a dispute. Florida generally requires each side to pay its own attorney’s fees unless a contract or statute says otherwise, so the fee clause in your agreement can decide whether a claim is worth pursuing.
Owners regularly discover, too late, that a handshake deal or a borrowed template left them exposed on the one point that ultimately mattered. Common trouble spots include supply and service agreements, non-compete and non-disclosure clauses, partnership and buy-sell arrangements, and the sale or purchase of a business. A short review before you sign is far less expensive than untangling the consequences afterward. Our Orlando business contract attorneys handle that review, and draft new agreements that start in your favor.
Non-competes and confidential information
Florida enforces restrictive covenants more readily than many states, as long as the covenant is in a signed writing, protects a legitimate business interest, and is reasonable in time, area and line of business. Since 2025, the CHOICE Act also allows longer covenants for highly paid employees if strict notice rules are followed. If a former employee or partner violates an agreement, our non-compete dispute lawyers can move to enforce it.
Buying or Selling a Business
At some point you may buy another company, sell your own, or bring in a new owner. These transactions can be structured as an asset sale or a sale of stock or membership interests, and the structure changes which liabilities follow the business. We review the deal against your goals, handle due diligence, draft or review the purchase agreement, and prepare the closing documents. When real property is part of the deal, our Orlando real estate attorneys handle that side of the transaction.
When Your Case Needs Business Litigation and Enforcement
Even with solid contracts, disputes happen. A partner wants out, a customer refuses to pay, a former employee takes your client list, or a vendor doesn’t perform. When that happens, the first step is usually a well-framed demand letter or mediation, which resolves many disputes faster and at lower cost than a lawsuit. When a case can’t be settled, we pursue or defend the claim in civil court, and having a lawyer who already knows the company, its contracts and the potential damages is a real advantage.
Our business litigation attorneys represent companies pursuing claims and those defending them, including partnership disputes, shareholder conflicts and breach of contract claims. We look for the remedy that serves the business, whether that’s a payment, an injunction, or a clean exit from a relationship that isn’t working.
Why Work With Legal Counsel, P.A.
Michele Diglio-Benkiran founded the firm and has practiced business and real estate law since 1999. She’s a member of The Florida Bar’s Business Law Section and the Orange County Bar Association. Richard Sierra is a commercial litigation and bankruptcy lawyer with more than three decades of experience, admitted to practice in Florida’s Middle and Northern District federal courts and the Eleventh Circuit Court of Appeals.
That pairing is the point, and it’s one team. The contract we draft today is written by lawyers who know how contracts get tested in court, and if one is tested, the same firm is ready to enforce it. Results matter. We offer a free consultation, and pay later options are available for qualifying clients.
Serving Orlando and Central Florida Businesses
We represent companies throughout Orlando, Orange County and Central Florida from our Winter Garden, Orlando and Seminole offices. Business cases in Orange County are heard by the Ninth Judicial Circuit at the Orange County Courthouse on North Orange Avenue, and federal matters go to the Middle District of Florida’s Orlando courthouse. Business law is one of several practices at our Orlando law firm, which lets us handle the real estate, trademark and litigation sides of a matter without sending you elsewhere.
