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Corporate Governance in Florida: A Practical, Miami-Dade–Focused Guide for Owners, Directors, and Managers

What “Corporate Governance” Really Means (and Why It Pays)

• Prevents disputes by telling everyone who decides what—and how.
• Protects the “corporate veil” by documenting decisions and avoiding commingling.
• Speeds deals because bankers, landlords, insurers, and acquirers trust your paperwork.
• Reduces personal risk through indemnification, D&O coverage, and conflict-of-interest handling.
• Improves valuation by creating predictable processes and clean records for buyers and investors.

Governance Basics: Corporations vs. LLCs

• Formal structure with shareholders → directors (board) → officers.
• Key documents: Articles of Incorporation, Bylaws, Shareholder Agreement (if closely held), and Board/Shareholder minutes.
• Great when you plan to issue equity broadly, use stock plans, or bring on outside investors.

• Flexible structure with members and either member-managed or manager-managed governance.
• Key documents: Articles of Organization and a strong Operating Agreement (even for single-member LLCs).
• Often preferred for tax flexibility and simpler formalities— but you still need real governance.

The Florida Governance Checklist (What We Put in Place)

• Founding Documents That Match Reality
  • Bylaws (corporation) or Operating Agreement (LLC) that define ownership, voting, decision thresholds, officer roles, and distributions.
  • Signature authority matrix and banking resolutions so deals don’t stall.
• Decision Rights & Vetoes
  • What management can do on its own vs. what needs board or member approval (debt above X, leases over Y years, M&A, hiring/firing executives, dividends/distributions).
• Recordkeeping & Minutes
  • Short, action-oriented board/member minutes and written consents for major moves (contracts, financing, hires, bonuses, equity grants).
  • A secure minute book (digital works) that auditors, lenders, and buyers can understand.
• Conflict-of-Interest & Related-Party Transactions
  • Written policy: disclosure → recusal → independent approval → fair terms.
  • For family businesses, handle leases with owners, vendor relationships, or loans in the open—on paper.
• Fiduciary Duties & Information Rights
  • Clarify duties of loyalty/care for directors/managers and what information minority owners receive (financials, budgets, inspection rights).
  • Calendar delivery of quarterly/annual reporting.
• Beneficial Ownership Information (BOI) Reporting
  • Most entities must report beneficial owners to FinCEN and keep it updated. Add BOI to your annual governance calendar to avoid penalties.
• Cap Table Hygiene & Equity Issuances
  • Signed subscription or unit purchase agreements, board or manager approvals, updated cap table, and 83(b) reminders when relevant.
  • For options or phantom equity, adopt a plan with clear vesting and repurchase rules.
• Indemnification & D&O Insurance
  • Indemnification provisions in bylaws/operating agreement and D&O coverage with limits that match your risk profile and contracts.
• Risk & Compliance Calendar
  • Annual Sunbiz report, BOI updates, licenses, insurance renewals, lender certificates, franchise or landlord notices, and board meeting dates.
• Data, Privacy & Cyber Controls

• Policies for device use, admin access, vendor risk (DPAs), incident response, and board visibility into cyber risk—scaled to your size.

Operating Agreement / Bylaws: Clauses That Save Relationships

• Voting & Supermajority Items: Debt above a threshold, issuing equity, M&A, major leases, distributions, and budget adoption.
• Deadlock Resolution: Tie-breaker mechanisms (independent director, buy/sell, mediation/arbitration) so disputes don’t freeze the company.
• Buy-Sell Triggers (the 5 Ds): Death, disability, deadlock, divorce, and default. Include valuation formula and funding mechanics (insurance or installments).
• Distribution Policy: Frequency, tax distributions for pass-throughs, and waterfall order.
• Restrictive Covenants: Non-solicit, confidentiality, and where appropriate, non-compete tailored to Florida law.
• Officer Authority & Duties: Clear job descriptions, spending limits, bonus plan approvals, and succession plan for key roles.
• Books & Records / Info Rights: Delivery of monthly or quarterly financials, budget, and bank covenants to owners or board.

Boards, Managers, and Committees—Right-Sizing for Your Company

• Board cadence: 4 regular meetings a year (can be virtual) plus special meetings for deals. Use a concise CEO report, metrics, cash, pipeline, risks, and decisions needed.
• Audit/Finance (scaled): Even for private companies, a finance committee (two directors or a director plus an outside advisor) reviewing quarterly financials and cash forecasts improves discipline.
• Compensation/HR: Approves senior hires, bonuses, and equity grants; tracks culture and succession.
• Risk/Compliance: Owns BOI filings, insurance limits, vendor COIs, privacy/security posture, and license calendar.
• Advisory board (non-fiduciary): For family or founder-led businesses, an advisory board adds expertise without formal director liability.

Minority-Owner Protections (That Don’t Paralyze the Business)

• Information rights on a schedule (quarterly financials, annual budget, tax forms).
• Protective provisions for extraordinary actions (M&A, new equity that dilutes, related-party deals).
• Fair exit paths: a buy-sell with a realistic valuation method (e.g., agreed multiple range or third-party appraisal) and funding terms.

Miami-Dade Realities to Build Into Governance

• Bilingual operations: Many teams and owners prefer Spanish. Provide bilingual summaries or dual-language versions for clarity, but keep English controlling for enforcement.
• Insurance markets: Wind/flood realities often require higher limits and specific endorsements. Make sure board resolutions align with broker recommendations.
• Government timelines: Permitting and inspections affect leases and build-outs; governance should require realistic rent-commencement assumptions and contingency planning.
• Vendor/landlord expectations: Many counterparties require board consents or officer certificates. Keep templates ready to avoid delays.

Internal Controls That Protect Cash (and Friendships)

• Dual authorization for wires/ACH above a threshold; view-only bank access for finance staff who don’t release funds.
• Expense and card policy with per-role limits and receipt rules; monthly exception report to the board chair or finance committee.
• Contract playbook with approved terms for indemnity, limitation of liability, insurance, and venue.
• Collections cadence and write-off policy so “favor” doesn’t morph into unrecorded losses.
• Whistleblower/reporting channel for financial or harassment concerns (third-party service or dedicated inbox reviewed by a director).

Annual Governance Cycle (12 Months on a Page)

• Confirm calendar (board dates, insurance renewals, Sunbiz report, BOI deadlines).
• Approve budget and capital plan; review prior-year results.

• Insurance & risk review (limits, endorsements, broker meeting).
• Compensation approvals for executives; succession and key-man coverage check.

• M&A pipeline or divestitures; major lease/real estate decisions; product roadmaps.
• Cyber/privacy tabletop (what if we lose a laptop or a vendor is breached?).

• Preliminary results; tax distributions (if pass-through); audit/compilation decision; board and owner meeting schedule for next year.
• Officer and director self-assessments and reappointments.

When Governance Goes Missing: Five Costly Scenarios

• Equity by handshake: Years later, there’s a “memory fight.” Cure: issue equity formally now; update cap table; sign releases.
• No deadlock plan: A 50/50 stalemate freezes payroll and vendor payments. Cure: add tie-breaker or buy/sell today—before you need it.
• Undocumented related-party deals: An owner’s LLC leases the office, but no paper. Cure: document terms at market rates and approve with recusal.
• Officer overreach: A VP signs a multi-year lease without board approval. Cure: adopt authority thresholds and notify landlords of who can sign what.
• Missing BOI updates: Ownership changes, no one reports. Cure: assign a responsible officer and calendar updates with penalties in mind.

Governance for LLCs: Special Notes

• Manager vs. Member-Managed: Choose deliberately; banks and counterparties will rely on it.
• Tax distributions: Prevent cash-flow fights by specifying quarterly tax distributions for profitable pass-throughs (subject to lender covenants).
• Capital calls: Define triggers, remedies for failure to fund, and dilution math.
• Transfer restrictions: ROFR (right of first refusal) and permitted transfers (estate planning) so equity doesn’t land with strangers.

Governance for Corporations: Special Notes

• Shareholder agreement for closely held corporations: transfer limits, buy-sell, drag/tag-along rights if you expect outside investors.
• Board composition: Consider one independent director with finance or industry experience.
• Equity plans: Stock options vs. RSUs vs. phantom equity for cash-flow-sensitive companies.

How We Stand Up (or Clean Up) Governance in 30 Days

What You Get Working With Us

• Right-sized bylaws/operating agreement that reflect how you actually run the company
• A clean minute book (digital), board calendar, and template resolutions/consents
• Conflict-of-interest and information-rights frameworks that reduce friction
• Indemnification & D&O alignment with your risk and contracts
• A compliance calendar (Sunbiz, BOI, licenses, insurance) monitored with reminders
• Bilingual support (English/Spanish), with English controlling for enforcement when dual versions are used

Let’s Talk

Understanding the Right to Disconnect

The Right to Disconnect law allows employees to ignore work-related communications—such as emails, calls, or messages—outside their regular working hours without facing any repercussions. This legislation is designed to address the growing concerns over employee burnout and the blurring lines between work and personal life, especially in the era of remote work and constant connectivity.

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Key Provisions:

• Applicability: The law applies to businesses with a certain number of employees, varying by jurisdiction.​

• Employee Rights: Employees can refuse to engage in work-related communications outside of their scheduled hours.​

• Employer Obligations: Employers must establish clear policies outlining expectations regarding after-hours communication and ensure that employees are aware of their rights.​

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Implications for Small and Midsize Business Owners

While the intention behind the Right to Disconnect is to enhance employee well-being, it presents several challenges for business owners:​

• Operational Adjustments: Businesses may need to restructure workflows to accommodate the restricted communication windows, ensuring that tasks are completed within standard working hours.​

• Policy Development: It's essential to develop and implement clear policies that comply with the new law, detailing acceptable communication practices and respecting employees' rights to disconnect.​

• Training and Awareness: Managers and supervisors should be trained to understand and uphold the law, fostering a culture that respects boundaries and promotes compliance.​

Real-World Example

Consider a midsize marketing firm that previously expected employees to respond to client emails during evenings and weekends. With the Right to Disconnect law in effect, the firm revised its policies, setting clear boundaries for after-hours communication. They implemented scheduling tools to manage client expectations and ensured that urgent matters were addressed during business hours. As a result, employee satisfaction improved, and the firm maintained its productivity levels.​

Steps to Ensure Compliance

• Review Existing Policies: Assess current communication practices and identify areas that may conflict with the new law.​

• Develop Clear Guidelines: Create comprehensive policies that outline acceptable communication times and methods, ensuring they align with legal requirements.​

• Educate Staff: Conduct training sessions to inform employees and management about their rights and responsibilities under the law.​

• Implement Technological Solutions: Utilize tools that schedule communications during working hours and prevent after-hours notifications.​

• Monitor and Adjust: Regularly review the effectiveness of the policies and make necessary adjustments to address any challenges or changes in the law.​

Conclusion

The Right to Disconnect law represents a shift towards prioritizing employee well-being and work-life balance. For small and midsize business owners, adapting to this change is not only a legal obligation but also an opportunity to foster a healthier, more productive workplace. By proactively updating policies and practices, businesses can navigate this new landscape successfully.​

Call to Action

Navigating new labor laws can be complex, but you don't have to do it alone. If you need assistance in understanding and implementing the Right to Disconnect legislation within your business, contact the Law Office of Yoel Molina, P.A. Our expertise in business and corporate law ensures that your company remains compliant and thrives in the evolving legal environment.​