Essential tips for successfully handling collections in-house

For inquiries, please contact our Front Desk at fd@molawoffice.com or Admin at admin@molawoffice.com. You can also reach us by phone at +1 305-548-5020, option 1.

 

For traffic ticket assistance, visit molinatrafficticket.com.

 

 

 

 

 

 

 

 

 

 

 

 

 


Florida Business Law in One Playbook: A Miami-Dade–Focused Guide to Contracts, Entities, Employment, M&A, Governance, and Dispute Prevention

Author: Yoel Molina, Esq., Owner and Operator of the Law Office of Yoel Molina, P.A.​

31 October 2025

Florida Business Law in One Playbook: A Miami-Dade–Focused Guide to Contracts, Entities, Employment, M&A, Governance, and Dispute Prevention

 

If you’re building, buying, or running a company in South Florida, your legal needs rarely travel alone. Entity formation leads to contracts; contracts lead to hiring; hiring leads to policies; growth leads to M&A and governance; and the whole machine only works if disputes get solved quickly—ideally without litigation. I’m Attorney Yoel Molina. This article distills the core guidance and best practices we’ve covered across our many resources into a single, practical Florida business law playbook for owners, executives, investors, and operators in Miami-Dade.
Use it as a checklist to launch, protect cash flow, scale, and exit—without avoidable surprises.
 

1) Choosing and Forming Your Entity (LLC or Corporation)

 

LLC vs. Corporation. Most small and mid-market businesses prefer LLCs for flexibility and pass-through tax treatment (with the option to elect S-corp status). Corporations shine when you’ll issue stock broadly or seek institutional capital.
Formation essentials.
  • Name clearance and basic trademark screening
  • Articles filed with Sunbiz and a reliable registered agent
  • Operating Agreement (LLC) or Bylaws + organizational minutes (Corporation)—even for single-member LLCs
  • EIN and BOI (Beneficial Ownership Information) reporting calendarized
  • Banking/KYC packet, local business tax receipts (county/city), and sector licenses
  • Insurance placed to match contracts (GL, workers’ comp, auto, professional/cyber)
Pro tip: Paper the cap table early, issue equity properly, and get IP assignment agreements from founders/contractors so the company—not individuals—owns the code, brand, and content.
 

2) Contracts That Protect Margin and Move Deals

 

Great contracts are profit tools, not just legal safety nets.
Your core kit.
  • MSA + SOW or Sales Terms: scope, acceptance criteria, change orders, payment mechanics, limitation of liability, indemnity, insurance, venue (Miami-Dade), and e-signature
  • NDAs that are short, clear, and enforceable
  • Vendor/Subcontractor agreements with flow-down obligations and COIs
  • Employment/IC agreements with IP assignment, confidentiality, and role-appropriate restrictive covenants
  • Commercial lease toolkit (CAM caps, assignment, SNDAs/estoppels, guaranty burn-offs)
  • Credit application + personal guaranty (B2B)
Clinchers that move dollars: deposits/milestones, late fees and interest, right to suspend for nonpayment, objective acceptance tests, and liability caps scaled to risk.
 

3) Employment for Employers: Build It Right, Avoid Landmines

 

Onboarding. Offer letters (at-will, pay structure, contingencies), I-9s, handbook acknowledgments, confidentiality/IP assignment, and (where strategic) arbitration/mediation agreements.
Pay practices. Get exempt vs. non-exempt right. Track time accurately (including remote). If you use tip credits/service charges, your math and notices must be precise. Put commission/bonus plans in writing (how earned, when paid, proration/clawback).
Culture and complaints. Zero-tolerance, multiple reporting channels, prompt investigations, and strict anti-retaliation. Train managers to coach, document, and separate performance from misconduct.
Separations. Consistency and documentation win. Align timing and phrasing with risk (recent complaints, medical/pregnancy issues). Consider severance + release for higher-risk exits.
 

4) Outsourced General Counsel (OGC): In-House Judgment, Fractional Cost

 

Many growing companies need a seasoned business lawyer—but not a full-time hire. As outsourced general counsel, we build templates and playbooks, run negotiations, manage compliance calendars (Sunbiz, BOI, licenses), coordinate specialists, and keep leadership moving with plain-English options, pros/cons, and a recommendation. Plans are right-sized and predictable.
 

5) Buying or Selling a Business (M&A): From LOI to Day-1 Integration

 

Structure.
  • Asset purchase (APA): cleaner risk profile, step-up in basis; watch consents, sales tax on tangible assets, employee transition.
  • Equity purchase (SPA): smoother continuity for contracts/licenses; stronger diligence and reps/indemnities.
LOI terms that save money later. Price mechanics ( cash-free/debt-free, working capital peg), escrow/holdback, earn-out framework, exclusivity, key employment/transition terms, required consents, and a realistic timeline.
Diligence with a business spine. Corporate authority, financials/QoE, working capital, taxes, leases and SNDAs/estoppels, customer/vendor contracts (change-of-control), HR/benefits, IP, privacy/security, and (if real estate) title/survey/environmental.
Price protection. Working capital true-up, right-sized escrows, clear earn-out accounting rules, and (in larger deals) RWI coordination.
Reps/indemnities that let you sleep. Materiality scrapes with baskets/caps, rational survival periods, and setoff mechanics.
Integration. Day-1 communications, payroll/benefits, access controls, vendor ACH changes; 90-day KPIs on revenue retention, on-time delivery, team retention, and customer satisfaction.
 

6) Governance That Prevents Fights and Speeds Decisions

 

Strong governance is not bureaucracy—it’s clarity.
Documents that match reality. Operating Agreement/Bylaws that spell out decision rights, supermajority items (debt, M&A, big leases, distributions), deadlock resolution, buy-sell triggers (the 5Ds), distribution policy (including tax distributions for pass-throughs), transfer restrictions (ROFR), and information rights for owners.
Board/manager cadence. Quarterly meetings, crisp minutes/consents, a finance/compliance rhythm (insurance limits, vendor COIs, license/BOI calendars), and dual authorization for wires/ACH.
D&O and indemnification. Align policy limits/endorsements with real risk and your contracts.
 

7) Disputes Without Litigation: Cure Plans, Payment Deals, and Quiet Resolutions

 

Court is public and slow. Most breaches can be fixed pre-suit.
Triage first. Contract language, variance table, dollars at stake, cure windows, and notice requirements.
Professional breach notice. Protect rights and invite solutions. Then pick your track: performance (rework/punchlist/acceptance tests), money (credits/discounts/rescheduled milestones), or exit (mutual termination + mutual release).
Settlement building blocks. Scope covered, cure timeline, payment plan with security (guaranty/UCC/standby LC), mutual releases (narrow), confidentiality/non-disparagement, and a step-down ladder (ops call → exec call → mediation in Miami-Dade).
Collections cadence. Friendly reminder → formal default notice → negotiation (plan or discount-for-wire) → settlement with conditional releases → suspend/resume per contract.
Tolling agreements can pause the limitations clock while you negotiate.
 

8) Industry-Specific Insights for Local Operators

 

We routinely tailor contracts and risk controls for cleaning/janitorial, security logistics, trucking, pest control, nurseries/landscaping, construction-adjacent services, short-term rental turnovers, post-construction cleaning, and professional services. Across these:
  • Checklist-driven scope + photo proof
  • Access/keys/alarm code chain of custody and lost-key policies
  • Consumables responsibility and pricing
  • Defined re-clean or punchlist windows
  • Bilingual operations with English controlling for enforcement
  • Insurance endorsements that match what counterparties actually demand
 

9) Franchisees and Regulated Sectors

 

Franchise transfers require franchisor approvals, transfer fees, training, and adherence to brand standards; build that into LOI, purchase agreements, and closing checklists. In healthcare/food/transport/financial, some licenses do not transfer—sequence closings or use interim management agreements and special escrows tied to approvals.
 

10) Non-Competes, Non-Solicits, and Confidentiality

 

Protect customer relationships and know-how with NDA + IP assignment for anyone handling sensitive information. Use non-solicitation broadly; deploy non-competition only where justified by role, geography, and duration under Florida law. In deals, expect seller principals to sign tailored restrictive covenants.
 

11) Commercial Leases—Don’t Let CAM and Commencement Strangle Cash Flow

 

Abstract the lease. Push for assignment rights, delivery of SNDAs/estoppels, CAM definitions and caps, signage, and guaranty burn-offs. Tie rent commencement and step dates to realistic inspection/permit milestones (Florida weather and permitting matter).
 

12) Investors and Diligence—Local and Cross-Border

 

For U.S. and Latin American investors evaluating Florida assets or companies:
  • Map diligence into corporate/title, financial/tax, legal/contract, licensing/regulatory, real estate/physical, labor/benefits, IP/data, EHS, insurance, commercial/market.
  • Expect a red-flag memo, a curatives list, and contract terms that price the risk (escrows, indemnities, earn-outs, working capital).
  • Align Florida documentation with tax/immigration planning and BOI/KYC requirements.
 

13) Compliance Cadence: Keep the Veil Strong and the Bank Happy

 

  • Annual Report (Sunbiz) on time—every year
  • BOI initial filing and updates on ownership/management changes
  • License renewals (state/county/city), insurance renewals, vendor COIs
  • Board/member minutes for major decisions and bank requirements
  • Privacy/security hygiene (admin access, incident response, vendor DPAs)
 

14) A 30-Day Legal Tune-Up You Can Actually Finish

 

Week 1: Quick audit of entity docs, contracts, employment tools, lease/insurance, compliance calendars; deliver risk map and 90-day plan. Week 2: Update core templates (MSA/SOW, NDAs, vendor terms, employment/IC, credit/guaranty), fix lease pain points, and align insurance endorsements. Week 3: Launch collections cadence; stand up timekeeping/OT compliance; finalize governance (minutes, authority matrix, COI policy). Week 4: Train managers on contract playbook and HR essentials; schedule quarterly governance/HR check-ins; set Day-1 M&A/integration checklists if a transaction is in view.
 

How We Help (and What You’ll Walk Away With)

 

At the Law Office of Yoel Molina, P.A., we operate as your outside general counsel from launch through growth and exit.
  • Formation done right (LLC/Corp, BOI, bank packet)
  • A clean, branded contract suite: MSA/SOW, NDAs, vendor terms, employment/IC, lease toolkit, credit/guaranty
  • Employment foundations: handbook, offers, commission plans, investigations, separations
  • Governance that works: bylaws/operating agreement, minutes, decision rights, D&O alignment, compliance calendar
  • M&A quarterbacking: LOI, diligence, APAs/SPAs, price mechanics, consents, Day-1 integration
  • Pre-suit dispute resolution: cure notices, settlements, mediation, payment plans, and template upgrades
  • Bilingual support (English/Spanish), Miami-Dade venue focus, business-first judgment
 

Let’s Talk

 

If you want practical, Florida-ready legal support—from entity formation and contracts to employment, governance, M&A, and dispute prevention—contact Attorney Yoel Molina at admin@molawoffice.com, call (305) 548-5020 (Option 1), or message via WhatsApp at (305) 349-3637. We’ll help you protect margin, move faster, and scale with confidence.
 
Educational Notice: This article is general information, not legal or tax advice. Your situation may require specific guidance under Florida and federal law; we coordinate closely with your CPA and specialized advisors.