Plan who will own and run your business next

Business succession planning answers one question: who will own, manage and receive your company if you die, become incapacitated or step away? Kendall owners who want a business succession planning attorney‘s view of these choices will find the main issues below. Florida law gives owners tools to decide them now, while they still control the choices.

Why Kendall Business Owners Plan Succession Now

Owners should plan succession before a health event or dispute makes the decisions for them. Kendall is a community in Miami-Dade County. Many of its businesses are family, professional or small operating companies. Often one or two people hold the client relationships, licenses or daily know-how. If one of them dies or cannot work, the company can stall fast.

Succession planning is the decision about who owns the business, who runs it and who receives its value. It also covers the steps in between. ACTEC’s business owners guidance says succession plans and buy-sell agreements help designate successors, address ownership and asset distribution, and plan for continuity.

This page is for owners who want to make those choices while they still have control over them.

What Business Succession Planning Covers in Florida

Business succession planning in Florida ties together ownership transfer, management continuity, incapacity planning and tax issues. The right plan depends on the facts of each business. A sole proprietorship, corporation, LLC and partnership each pass interests in a different way. A plan that fits an LLC may not fit a corporation.

Trust Counsel, PL focuses on trusts and estates law. So the planning is built around transfers of business interests to heirs, co-owners and trusts. An owner might hold an LLC interest in a trust. A family might inherit shares that a trust holds. Trust administration work can apply once that trust must be managed.

Good planning starts with three questions. Who should own the interest next? Who should run the company day to day? Who can act if the owner cannot? The answers shape every document that follows.

Buy-Sell Agreements and Co-Owner Transitions

A buy-sell agreement sets the terms for buying or transferring a co-owner’s interest. Common triggers include death, disability, divorce of an owner and retirement. The agreement should name each triggering event, the valuation method, the payment terms and who may buy the interest.

For a partnership, timing matters. If a partner is dissociated from a partnership without resulting in its dissolution and winding up, and no purchase agreement is reached within 120 days after a written demand, the partnership pays the dissociated partner in cash its estimated buyout price and accrued interest, reduced by any offsets (Fla. Stat. § 620.8701). The payment is reduced by offsets (Fla. Stat. § 620.8701). An agreement signed years ago may not match today’s owners or the company’s value.

Holding Business Interests in Trusts and LLCs

Yes, a trust can hold a business interest in many cases. Whether a transfer is permitted can depend on the terms of the company’s governing documents. If it does not, the planning may not work as intended.

Florida law says an LLC transfer is permissible. A transfer does not by itself cause the member to be dissociated, meaning to leave the company, or cause the company to dissolve (Fla. Stat. § 605.0502). The transferee receives distributions. But the transfer alone does not give management rights. A transfer that breaks an operating agreement restriction is ineffective against anyone who had knowledge or notice of that restriction at the time of the transfer.

Trust Counsel’s attorneys can serve individually as trustee or personal representative. The firm advises and represents trustees, personal representatives and beneficiaries when an interest is held in trust.

Estate Tax and Asset Protection for Business Interests

Business interests can make up a large share of an owner’s estate. Their value and the timing of transfers both matter for estate tax. Whether federal estate tax deferral is available depends on the size of the business interest relative to the estate, not on the size of the business alone.

If the decedent was a citizen or resident of the United States at the date of death and a closely held business interest is more than 35 percent of the adjusted gross estate, the personal representative (often called an executor) may elect to pay part or all of the estate tax in two to ten equal installments (IRC § 6166). Under IRC § 2010(c)(3)(A), the basic exclusion amount is $15,000,000, and under § 2010(c)(3)(B) that amount is adjusted for inflation for any decedent dying in a calendar year after 2026.

Asset protection planning looks at how business interests are held. The goal is to keep personal and business exposures apart where the law allows. Keeping company and personal accounts separate supports that line. Owners should review how each interest sits in its entity or trust before any problem arises.

Incapacity, Successors and Fiduciary Roles

A good plan covers incapacity, not only death. If an owner cannot make decisions, someone must already have authority to act. The Florida Department of Elder Affairs explains that a durable power of attorney survives the principal’s incapacity and may avoid the appointment of a guardian. A guardianship is a court-created delegation of rights (Florida Department of Elder Affairs).

Owners should also name a successor manager, a trustee and a personal representative (often called an executor). When a trustee seat becomes vacant, Florida law does not always require it to be filled: under Fla. Stat. § 736.0704(2), a vacancy need not be filled if cotrustees remain in office, and it must be filled if the trust has no remaining trustee. First comes a person the trust names. Next comes a person chosen by unanimous agreement of the qualified beneficiaries. If no trustee remains in office, a vacancy in a noncharitable trust must be filled in this order: first a person the trust names, then a person chosen by unanimous agreement of the qualified beneficiaries, and then a person the court appoints (Fla. Stat. § 736.0704).

After death, except as otherwise provided by the will or court order, a personal representative may continue an unincorporated business in the same form for up to 4 months from appointment, if continuation is a reasonable means of preserving the value of the business, including good will (Fla. Stat. § 733.612(22)(a)). A court order can approve a longer period (Fla. Stat. § 733.612). The firm also advises and represents trustees, personal representatives and beneficiaries when an administration question arises.

Heirs who do not run the business still need clear information. Decide early how decisions and reports will be shared.

Serving Kendall from the Coral Gables Office

Trust Counsel, PL’s only office is in Coral Gables. We serve clients in Kendall, Pinecrest, Key Biscayne and Aventura. For Kendall owners, the firm offers business succession planning attorney services from that Coral Gables office. Owners with related interests in those communities can review them in one coordinated plan.

Leslie V. Marenco is the responsible lawyer for this page. Tanya Vega is also one of the firm’s lawyers. Support staff can help you organize records before the first meeting.

Gather the operating agreement or shareholder agreement, any buy-sell terms, existing wills and trust documents. Florida’s rules apply to those papers, so the planning reads them against the statutes.

Schedule Your Free First Consultation

The firm offers a free first consultation that is confidential and carries no obligation to continue. Bring the operating or shareholder agreement, your current estate plan, a list of co-owners and any buy-sell terms already in place.

If a co-owner’s exit or your own retirement is forcing a decision about who buys in, who manages the company or who receives the value, call (305) 707-7126 or schedule online.

Frequently asked questions