Business Succession Planning for Pinecrest Business Owners

If you need a business succession planning attorney in Pinecrest, start with one question. Who will own and run your company if you die, become incapacitated, or step away? Succession planning answers that question in writing, before a crisis forces an answer. This guide walks through the decisions owners face and the Florida rules that shape them.

Why Pinecrest Business Owners Plan Succession Before a Crisis

A succession plan decides who runs the business and who owns it when an owner can no longer do either job. It also sets how payment or control passes to the next person.

Pinecrest is a village in Miami-Dade County. Many closely held businesses there are family companies or small partnerships. The owners often know each other well, and that closeness can hide gaps in the paperwork.

The most common gap is the handshake deal. Owners assume a verbal understanding will hold when a death, illness, divorce or retirement happens. Years later, the people involved may remember the deal differently, and proving it can be hard.

Written terms protect everyone, not only the person who wrote them. This page is a planning guide for owners, co-owners and family members who want those terms on paper.

Buy-Sell Agreements and Transfer Terms for Closely Held Businesses

A buy-sell agreement sets who may buy an owner’s share, when, and on what terms. Common triggers include death, disability, retirement, departure, and a voluntary sale.

Owners must make several choices. They pick a valuation method, a way to fund the buyout, and a payment schedule. The right answers depend on the facts of each business.

The company’s own documents matter too. For a Florida LLC, the operating agreement governs relations among the members and between the members and the company. Chapter 605 fills in only what the operating agreement leaves out.

For a corporation, a share transfer restriction must be noted conspicuously on the certificate or the information statement. Unless it is noted, the restriction is not enforceable against a person without knowledge of it. A restriction may also give the corporation or other owners a first chance to buy the shares.

Update these documents when ownership changes, a new partner joins, or family circumstances shift. ACTEC’s business owner guidance notes that succession plans and buy-sell agreements can name successors and plan for continuity.

Planning for Incapacity: Keeping the Business Running

A durable power of attorney lets a chosen person act for an owner who can no longer act. A durable power of attorney is a planning document that is usually discussed well before any health decline, so that it is in place when it may be needed.

An incapacitated owner can halt payroll, banking and contract signing. The business may be healthy, but no one has the authority to act for it.

Florida law treats a power of attorney as durable only if it contains specific words. Those words say the document is not ended by the principal’s later incapacity, except as chapter 709 provides.

Some powers need extra care. Creating or changing a beneficiary designation requires the principal’s signature or initials next to that specific authority.

The Florida Department of Elder Affairs explains that a durable power of attorney survives incapacity and may avoid the need for a guardian. A guardianship is a court-created delegation of rights. Trust Counsel’s attorneys handle guardianship matters when no planning documents exist.

How Business Interests Pass Through Trusts, Estates and Probate

A business interest held only in the owner’s name can pass through probate. A trust or properly drafted entity documents can change that path.

If probate is needed, a personal representative (often called an executor) takes charge. Florida law gives the personal representative the right to take possession or control of the decedent’s property. The personal representative must also take steps reasonably necessary to manage, protect and preserve the estate.

An unincorporated business can continue for a limited time. Without a court order, a personal representative acting reasonably may continue it in the same business form for not more than 4 months from appointment. That is allowed when continuing preserves the business’s value. A longer period needs a court order.

Larger estates can face federal estate tax questions. Under 26 U.S.C. § 6166, if the value of a closely held business interest that is included in determining the gross estate of a decedent who was a citizen or resident of the United States at death exceeds 35 percent of the adjusted gross estate, the executor may elect to pay part or all of the estate tax in 2 to 10 equal installments; for the 35 percent test, the value of the business interest does not include the portion attributable to passive assets held by the business.

Valuation drives both the tax and the buyout price. Under 26 CFR 20.2031-3, the fair market value of a decedent’s interest in a business is the net amount a willing purchaser, whether an individual or a corporation, would pay a willing seller for the interest, with neither party under any compulsion to buy or sell and both having reasonable knowledge of relevant facts. Goodwill and earning capacity count in that figure.

Trust Counsel’s attorneys can serve individually as trustee or personal representative. The firm advises and represents trustees, personal representatives and beneficiaries.

Where Business Succession Disputes Arise and How to Address Them

Most business succession disputes involve value, buyout terms, control, or who inherits an ownership interest. These fights often start after the owner’s death.

Co-owners may disagree about what the business is worth. Family members may disagree about who should run it and who should be paid out. Each side may remember an old promise differently.

See Williams v. Johnson (Fla. 3d DCA 2017). Written terms therefore matter when a verbal promise is later disputed.

Trust litigation and probate litigation can arise when an ownership interest is contested. Some of these matters may be referred to another lawyer or firm.

Clear buy-sell and trust terms can reduce ambiguity. Drafting them early gives owners time to decide, before a dispute begins.

Working With Trust Counsel for Business Succession in Pinecrest

Trust Counsel, PL has its only office in Coral Gables. We serve clients in Pinecrest.

Leslie V. Marenco is the responsible lawyer for this page. Tanya Vega is also one of the firm’s lawyers.

The firm’s practice areas that relate to succession include business succession planning, estate tax planning, asset protection, trust administration, and guardianship.

Bring these documents to your first conversation:

• The current operating agreement or shareholder agreement
• Ownership percentages for each owner
• Any existing buy-sell agreement or trust documents
• Names and contact details for co-owners and family members involved

Book Your Free Strategy Call With Trust Counsel

If you’re deciding who will run your Pinecrest business or how your ownership will pass, the next step is a conversation about those facts. The first consultation is free, confidential, and carries no obligation to continue.

You can reach the firm in three ways:

• Call (305) 707-7126.
• Book a free strategy call at the Trust Counsel contact page.
• Schedule online through the same contact page.

Frequently Asked Questions