Florida Buy-Sell Agreement Template
The Florida rules that shape the document: the Section 542.335 sale-of-business non-compete duration safe harbor, equitable distribution instead of spousal consent, and no statutory forced buyout.
Introduction
A buy-sell agreement is the contract Florida business co-owners sign to fix, before anything happens, who may purchase an owner's interest, at what value, and on which triggers such as death, disability, divorce, or retirement. In Florida, the document differs from the national template in three ways worth drafting to. First, a non-compete on a selling owner is governed by Florida Statutes Section 542.335, which gives a sale-of-business restraint statutory duration presumptions: a court presumes a restraint of 3 years or less reasonable in time and presumes a restraint of more than 7 years unreasonable, so the clause is drafted to that safe harbor. Second, Florida is an equitable-distribution state under Florida Statutes Section 61.075, not a community property state, so no spousal-consent or joinder clause is required to transfer a business interest titled in one owner's name. Third, Florida has no statutory forced-buyout election comparable to some states, so the parties' negotiated valuation clause controls.
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Key Things to Know
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A Florida buy-sell agreement is a binding contract among the co-owners of a business that fixes who can buy a departing owner's interest, the price or valuation method, and the triggering events, so a death, divorce, or exit does not force the Florida business into a dispute or a sale to an outsider.
- 2
In Florida, a non-compete against a selling owner is governed by Florida Statutes Section 542.335. For a restraint tied to the sale of a business, its assets, corporate shares, a partnership interest, or an LLC membership, a court presumes any restraint of 3 years or less reasonable in time. Draft to that safe harbor.
- 3
Under Florida Statutes Section 542.335, a court presumes a restraint of more than 7 years unreasonable in time for a sale-of-business non-compete. Keeping the Florida buy-sell covenant at or below the 3-year presumption of reasonableness is the safest way to make it enforceable.
- 4
Florida is an equitable-distribution state under Florida Statutes Section 61.075, not a community property state. No Florida statute requires a spouse to consent to or join a transfer of a business interest titled in the other spouse's name, so a community-property spousal-consent clause does not belong in a Florida buy-sell agreement.
- 5
In Florida, a transfer restriction imposed by the issuer binds a later buyer only if it is noted conspicuously on the share certificate, or the registered owner of uncertificated shares is notified (Florida Statutes Section 678.2041). Add the legend when your Florida company issues or endorses certificates.
- 6
In Florida, no notarization, witnesses, or government filing is required for a private buy-sell contract. It is valid as a signed writing consistent with Florida's statute of frauds (Florida Statutes Section 725.01). Keep it with the company records and update the valuation periodically.
- 7
Fund the Florida buyout before you need it. Because Florida has no statutory forced-buyout election, the agreed valuation must actually be payable. Florida owners commonly use life or disability insurance, a sinking fund, or installment payments so the negotiated price can be met. Match the funding to your valuation.
Key decisions before you file
Before you file a Buy-Sell Agreement in Florida, a few decisions shape the document: which option to choose and what each one means. The Buy-Sell Agreement guide walks through them.
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Florida Requirements for Buy-Sell Agreement
Florida Sale-of-Business Non-Compete Duration Safe Harbor (Section 542.335)
In Florida, a non-compete against a selling owner is governed by Florida Statutes Section 542.335. For a restraint tied to the sale of a business, its assets, corporate shares, a partnership interest, or an LLC membership, a court presumes a duration of 3 years or less reasonable in time. Draft the Florida buy-sell covenant within that safe harbor.
Florida Non-Compete Over Seven Years Presumed Unreasonable
Florida Statutes Section 542.335 provides that a court presumes any sale-of-business restraint of more than 7 years unreasonable in time. To keep a Florida buy-sell non-compete enforceable, set the duration at or below the 3-year presumption of reasonableness and avoid terms approaching the 7-year outer limit.
Florida Equitable Distribution; No Spousal Consent Clause
Florida is an equitable-distribution state under Florida Statutes Section 61.075, not a community property state. No Florida statute requires a spouse to consent to or join a transfer of a business interest titled in the other owner's name, so a community-property spousal-consent clause should not appear in a Florida buy-sell agreement.
Florida Transfer Restriction Noted on the Certificate
Under Florida Statutes Section 678.2041, a transfer restriction imposed by the issuer binds a later buyer only if it is noted conspicuously on the share certificate, or, for uncertificated shares, the registered owner has been notified. Add the legend when your Florida company issues or endorses certificates.
Florida Signed Writing; No Notarization Required
A Florida buy-sell agreement is valid as a signed writing consistent with the statute of frauds (Florida Statutes Section 725.01). No notarization, witnesses, or government filing is required. Keep the signed Florida agreement with the company records and update the valuation periodically.