Miami Partnership Agreement Lawyer
A partnership agreement should settle who contributes, who decides and what happens when an owner leaves. Law Offices of Aaron Resnick in Miami drafts and reviews those agreements for Florida business owners. Attorney Aaron Resnick has handled business disputes in Miami since 1998 and works hands-on on every case.
Aaron knows the law. He knows both sides. And he knows Miami. That is why Miami business owners know Aaron.
Attorney Aaron Resnick in Miami drafts and reviews partnership agreements for Florida business owners.
Ownership and control. Miami attorney Aaron Resnick represented Alex Omes, an Ultra Music Festival founder, at the trial level in a dispute over his removal from the business. The Ultra founder dispute concerned ownership and control of a Miami business.
Do We Need a Written Partnership Agreement?
A written partnership agreement puts the owners' decisions about money, management and departures in one document. Florida law can recognize a general partnership even without a signed agreement, and statutory rules fill gaps in the partners' arrangement. Law Offices of Aaron Resnick drafts agreements for the business relationship the owners intend to create.
Under chapter 620, Florida Statutes, two or more people carrying on a business together as owners for profit can form a general partnership without intending that legal label. Sharing property or gross revenue alone does not settle the question.
Keep earlier emails, messages and contribution records. A new document should address what the owners have already agreed to, not pretend the business began on the date of the latest draft.
Aaron Resnick reviews the existing arrangement before drafting the partnership agreement.
Is a Partnership Agreement the Same as an LLC Operating Agreement?
A partnership agreement and an LLC operating agreement govern different business structures. Calling another owner your partner does not make the company a partnership in law. Law Offices of Aaron Resnick starts with the entity records and existing agreements before selecting or revising the document that governs the owners.
Chapter 620, Florida Statutes contains separate rules for general and limited partnerships. An LLC's operating agreement is governed by chapter 605, including limits on what the members can change by agreement. A form written for one structure should not be treated as interchangeable with another.
For LLC work, see Florida LLC formation and operating agreements. Aaron Resnick checks the business structure before carrying partnership terms into an ownership agreement.
What Should a Florida Partnership Agreement Cover?
A Florida partnership agreement should address contributions, profits, management, records, admission of new partners and the terms of an owner's departure. Write the decisions in language the partners can use when a problem arises. Law Offices of Aaron Resnick drafts and reviews these provisions alongside the business's existing obligations.
Decision | Terms to Put in Writing |
|---|---|
What each partner contributes | Money, property, promised work, contribution dates and what follows a missed commitment. |
How money is divided | Profit and loss shares, distributions, compensation and partner loans. |
Who makes decisions | Daily authority, bank access, borrowing and matters requiring additional approval. |
How partners receive information | Access to financial records, reporting schedules and responsibility for keeping records. |
How ownership changes | Admission of partners, transfers, valuation and any required approvals. |
How a disagreement or departure is handled | Notice, deadlock procedures, buyout terms, payment and winding up. |
For a general partnership, Florida's default rules include equal profit shares and equal management rights unless the agreement changes those rules. Contributing more money does not, by itself, replace those defaults. Chapter 620 also limits the terms partners can adopt, including certain restrictions on access to records and duties to the partnership.
Aaron Resnick reviews the contribution, voting and payment provisions together so the document states the arrangement the partners intend.
Will a Partnership Agreement Protect Me From Business Debts?
A partnership agreement alone does not shield the partners from business debts, and general partners ordinarily face personal liability for partnership obligations, subject to statutory exceptions. An internal promise about who will pay does not automatically change a creditor's rights. Law Offices of Aaron Resnick reviews the entity structure and the debt documents together.
Chapter 620, Florida Statutes treats obligations incurred while a business is a limited liability partnership differently from ordinary general partnership obligations. Liability can also depend on when a person became a partner.
The same chapter addresses a partner's ability to bind the business. An internal approval rule does not necessarily defeat an outside party's rights arising from a transaction in the ordinary course of business.
Bring the loan agreements, leases, guaranties and authority documents. Aaron Resnick reviews who has signed, what approvals were required and which obligations a proposed agreement can actually address.
What Should Happen When a Partner Leaves or Dies?
The agreement should explain what triggers a departure, whether the business continues and how a departing partner's interest will be valued and paid. Death, disability and a voluntary exit need not use identical terms. Law Offices of Aaron Resnick reviews those provisions before a departure leaves the owners negotiating every detail.
Address notice, valuation dates, the person selecting an appraiser, payment terms and access to records. Separate a partner's employment from ownership and identify any lender or landlord consent needed for the planned transition.
Under chapter 620, Florida Statutes, a statutory buyout process can apply when a general partner leaves without triggering dissolution and winding up.
Under that process, an action to determine the buyout price generally must begin within 120 days after payment or an offer to pay is tendered, or within one year after written demand when neither is tendered. The agreement and the events that trigger the process need review before applying those periods.
Read Ask Aaron: What If I Want Out of My Business but My Partner Won't Agree? for the separate problem of an existing refused exit.
Aaron Resnick reviews the exit terms, notices and payment documents before a partner treats a departure as settled.
Can We Change the Agreement or Resolve a Deadlock?
An existing partnership agreement can be amended through the approvals required by the agreement and applicable law. A disagreement does not give one partner permission to rewrite the terms alone. Law Offices of Aaron Resnick reviews the amendment process, voting provisions and proposed change before the partners rely on a revised document.
For a general partnership, chapter 620, Florida Statutes generally requires all partners to consent to an amendment unless the agreement provides otherwise. A majority rule for routine business decisions is not automatically the rule for changing the agreement.
A deadlock provision can set a sequence for discussion, mediation and a possible buyout. The agreement should identify the decision covered and what happens if the process fails. An enforceable arbitration clause may send a dispute to arbitration rather than a court; chapter 682 addresses arbitration agreements.
For an existing ownership conflict, see partnership and shareholder disputes. Aaron Resnick reviews the current voting and dispute provisions before proposing changes.
What Should I Bring, and What Happens Next?
Bring the partnership agreement, amendments, ownership records and a short explanation of the terms you need drafted or changed. Include approaching contribution dates, proposed transfers and any demand or court papers. Law Offices of Aaron Resnick reviews every inquiry and tells you whether it can help.
First, identify the parties and the decision. State whether the agreement is for a new partnership, an incoming partner, an amendment or an exit. Identify whose interests you are asking the firm to represent.
Next, assemble the complete terms. Have the contributions, loans, leases, financial records, meeting decisions and relevant messages ready. Mark each document as signed or proposed. A draft cannot be assessed accurately from its signature page alone.
Then, discuss scope and timing. Identify the next signing date, required notice or hearing. A court deadline needs prompt attention even while the partners are negotiating. Ask which approvals and documents must be completed before the agreement takes effect.
Read the firm's business law services and Aaron Resnick's background. Aaron Resnick reviews the requested terms against the documents already governing the business.
Send the parties, the problem and the next date; the firm reviews every inquiry and tells you whether it can help.
We Don't Make Promises. We Have Results to Prove It.
Aaron Resnick has handled business disputes in Miami since 1998 and is a fourth generation Miami resident. He works hands-on on every case; the client gets Aaron on every major litigation issue, not a junior partner. The Law Offices of Aaron Resnick represents large corporations, Miami businesses and their owners, professional athletes and entertainers in Miami Dade, Broward and Palm Beach counties and across Florida in business litigation and business counsel. Call 305-672-7495 or request a consultation.
This page provides general information and is not legal advice. Prior results do not guarantee or predict a similar outcome.
