Business law is the work that happens before there is a dispute: choosing and forming the entity, papering the deal, and writing the agreements that decide what happens when owners disagree. The Law Offices of Aaron Resnick, P.A. handles that transactional side for Miami companies, and also serves as Florida local counsel for out-of-state and national firms that need a Florida lawyer on the file. Because the firm litigates ownership and contract disputes every week, the documents are drafted by someone who has seen how they fail.
Florida Local Counsel for Out-of-State Firms
Lawyers and firms outside Florida frequently need Florida counsel on a matter, whether to appear in a Florida court, to advise on Florida law, or to handle appearances and filings while the lead firm runs the case. The federal courts in Florida generally require a member of the Florida bar to sponsor an out-of-state attorney appearing pro hac vice, and state courts have their own requirements. The firm serves in that role, and the arrangement is straightforward: the referring firm keeps the client relationship, and the scope is agreed in writing at the outset.
The firm also refers matters out when a case belongs somewhere else. Referrals are treated as what they are, a statement of trust from one lawyer to another.
What the Firm Handles on the Business Law Side
- Entity selection and formation: LLCs, corporations, and partnerships
- Operating agreements, shareholder agreements, and partnership agreements
- Commercial contracts, including drafting, review, and negotiation
- Buying or selling a business, including asset and stock transactions
- Corporate governance, records, and ownership changes
- Florida local counsel and outside general counsel arrangements
- When prevention fails: contract disputes and breaches
Questions Business Owners Ask
Should I form an LLC or a corporation in Florida?
For most closely held Florida businesses the LLC is the default, because it is flexible about management and how profits are split, and it avoids the formalities a corporation carries. A corporation tends to make sense when you plan to raise outside investment, issue stock options, or you need a structure investors already recognise. Tax treatment is a separate question from legal form, since an LLC can elect to be taxed in more than one way, and that decision is worth making with your accountant. What matters more than the label is the agreement among the owners.
Do I really need an operating agreement or shareholder agreement?
Yes, and this is the single most common regret among business owners who end up in litigation. Without one, Florida's default statutes govern, and the defaults are rarely what the owners assumed: they may not address how someone exits, how the interest is valued, what happens on death or divorce, who can bind the company, or how a deadlock is broken. The agreement is where you decide those questions while everyone still gets along. Owners who skip it are the ones who later become business divorce clients.
What should be in a partnership or operating agreement?
At a minimum: who owns what and how that is documented; who manages and what decisions require unanimity; how profits and losses are allocated and distributed; what happens when an owner wants out, dies, divorces, or becomes disabled; how the interest is valued, ideally with a formula rather than a fight; whether there is a buy-sell or right of first refusal; how a deadlock is resolved; and whether disputes go to court or arbitration. Fee and notice provisions matter too, because they decide the economics if there ever is a dispute.
What do I need to know before buying or selling a business?
Whether the deal is structured as an asset purchase or an equity purchase, because that determines what liabilities travel with it. Buyers generally prefer asset deals for that reason. Beyond structure, the work is diligence and allocation of risk: confirming what is actually owned, what contracts and leases can be assigned, what debts and liens exist, whether key employees and customers stay, and what the representations, warranties, indemnities, and escrow provisions cover if something surfaces later. Most disputes after a sale trace back to something diligence should have caught.
What is outside general counsel and when does it make sense?
Outside general counsel is an ongoing relationship rather than a matter-by-matter engagement: a lawyer who knows the business, reviews the recurring contracts, and is available for the day-to-day questions that do not justify opening a file. It suits companies large enough to face legal questions weekly but not large enough to employ a lawyer full time. The practical benefit is that problems get raised early, when they are still cheap, rather than after the agreement is signed or the employee has already left with the customer list.
What Usually Goes Wrong
The pattern is consistent. Owners start with a template agreement that was never adapted, or with no agreement at all. Contracts get signed by whoever was available, without checking authority. Nobody keeps the corporate records current, so ownership is proved by memory rather than documents. The deal closes on a handshake and the paperwork is promised for later. Each of these is inexpensive to fix at the time and expensive to litigate afterwards, and by the time it matters the relationship that would have solved it is gone.
Why Business Owners and Other Lawyers Call Aaron Resnick
Aaron Resnick has represented Miami businesses and their owners for 25+ years, and clients work directly with Aaron rather than a rotating team. He is fourth-generation Miami Beach, and much of this work arrives by referral, including from other lawyers. Aaron is AV Preeminent rated, has been named a Florida Super Lawyer for fourteen consecutive years, and is a past President of the Miami Beach Bar Association. Because the firm litigates ownership and contract disputes constantly, the agreements it drafts are written with the failure modes in mind.
If your dispute has already started, this is not the page you need
This page covers the business law side of the practice: forming the entity, papering the deal, and writing the agreements that decide what happens when owners disagree. That is prevention work.
If something has already broken, the Law Offices of Aaron Resnick handles that too, on other pages that go into it properly. Go to partnership and shareholder disputes if the fight is about ownership or control of a company. Go to breach of contract defense if you have been accused of breaching an agreement. Go to operating agreement disputes if the argument is over what the agreement actually says.
If a lawsuit has been served or a hearing is coming, do not read further. Call the office.
When an out of state firm should bring in Florida local counsel
The common mistake is bringing in Florida counsel too late, after a filing decision has already been made.
The useful moments to call are earlier than most lead firms expect: when venue or forum selection is being evaluated, when a Florida entity or a Florida property is in the caption, when a pro hac vice appearance will be needed and a sponsoring Florida bar member has not been lined up, when a deadline falls inside a Florida court's local practice that the lead firm does not run daily, and when a settlement will need to be enforced against a Florida asset.
The referring firm keeps the client relationship. The scope is agreed in writing at the start. Full detail is on the Florida local counsel page.
What Florida local counsel actually does on the file
Local counsel is not a signature. On an active file the role usually covers sponsoring the out of state attorney's appearance, filing and service under Florida practice, appearing at hearings the lead firm cannot cover, advising on Florida substantive law where it differs from the lead firm's jurisdiction, and flagging local procedure and scheduling practice that does not appear in the rules.
How much of that the lead firm wants is the lead firm's call, and it is worth deciding explicitly rather than by default. A scope agreed in writing at the outset avoids the two failure modes: local counsel treated as a rubber stamp until an emergency, or local counsel drifting into running a case the lead firm intended to keep.
When outside general counsel makes more sense than hourly work
Some companies do not need a lawyer on a matter. They need a lawyer on the business.
Outside general counsel tends to fit a company that signs contracts regularly enough that review is a recurring need, has more than one owner, holds commercial leases or property, or is at the stage where the founding documents no longer match how the business actually runs. The arrangement gives the company a lawyer who already knows the entity structure, the agreements, and the history, which is the difference between a fifteen minute answer and a three hour file review.
More on the structure is on the outside general counsel page.
The documents most Miami companies are missing
Across ownership disputes, the same gaps recur, and they are almost always documents that were never written rather than documents that were written badly.
The recurring list: no operating agreement or shareholder agreement at all, or a template one that never addressed exit, valuation, death, divorce, or deadlock. No record of who is authorized to bind the company or sign on the accounts. Capital contributions and loans to the company recorded only in emails or not at all. Ownership percentages that changed by handshake and were never papered. Commercial leases signed personally by an owner who did not read the guaranty.
Any one of these is inexpensive to fix while everyone still agrees. Each becomes the central fight once they do not. Contract level work is covered on the contract drafting and negotiation page.
Why business owners and other lawyers call Aaron Resnick for this work
Aaron Resnick has practiced in Miami since 1998, and the transactional work sits inside a litigation practice rather than beside one. That is the point of the arrangement: the agreements are drafted by a lawyer who spends the rest of the week watching that language get tested by opposing counsel.
Aaron Resnick has been recognized by Super Lawyers for fourteen consecutive years, 2013 to 2026, and is a past president of the Miami Beach Bar Association. He is a fourth generation Miami Beach resident, which matters to referring firms for a practical reason: local counsel is most valuable when it comes with the local knowledge that does not appear in the rules.
Aaron knows the law. He knows both sides. And he knows Miami. That is why Miami business owners know Aaron.
Talk to Aaron about a Florida business matter
Whether you are forming a company, papering a deal, or a firm outside Florida that needs counsel on a Florida file, the early conversation is the cheap one.
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Talk to Aaron
Whether you are forming a company, papering a deal, or you are a firm outside Florida that needs local counsel, call 305 672-7495 to schedule a consultation.
This page is general information about Florida business law and local counsel services and is not legal advice. Entity choice, tax treatment, and deal structure depend on facts this page does not know. Reading this page, contacting the firm, or submitting a form does not create an attorney-client relationship, and you should not send confidential information until representation is confirmed. Prior results do not guarantee a similar outcome.
