Shareholder & Operating Agreement Attorney in Tampa

Strong companies are built on clear expectations. A Shareholder or Operating Agreement defines how a business is owned, managed, and governed — helping partners avoid misunderstandings and costly disputes down the road.

At Roussos Law Group, we help Florida businesses draft and enforce ownership agreements that protect both the company and its members. Whether you’re starting an LLC, managing a corporation, or restructuring ownership, our attorneys provide the legal precision and business insight you need to operate smoothly and confidently.

Understanding Shareholder & Operating Agreements

Understanding Shareholder and Operating Agreements

A Shareholder Agreement (for corporations) and an Operating Agreement (for LLCs) outline the internal rules that govern ownership, decision-making, and dispute resolution. These documents are not just formalities — they are the backbone of responsible business management.

Under the Florida Business Corporation Act (Chapter 607, F.S.) and the Florida Revised Limited Liability Company Act (Chapter 605, F.S.), these agreements help define each owner’s rights and responsibilities while ensuring compliance with state law.

Common provisions include:

  • Ownership percentages and capital contributions
  • Management structure and voting rights
  • Procedures for meetings, resolutions, and amendments
  • Buy-sell or transfer restrictions
  • Profit distribution and tax allocation
  • Dissolution procedures or exit strategies

Why Shareholder & Operating Agreements Matter for Florida Business Owners

The Importance of Written Shareholder and Operating Agreements

Even between trusted partners, verbal understandings can quickly turn into disagreements. Having a formal written agreement ensures that everyone understands their rights, obligations, and the process for resolving disputes.

A well-drafted agreement helps:

  • Avoid costly litigation among owners
  • Clarify voting rights and management authority
  • Define succession and buyout procedures
  • Protect minority shareholders from unfair treatment
  • Ensure smooth daily operations and financial transparency

 

No matter your business size, these agreements provide the structure and protection needed to support long-term growth.

Common Issues We Handle

Preventing Internal Business Conflicts

At Roussos Law Group, we help business owners anticipate and prevent internal conflicts by addressing issues like:

  • Unequal management participation or unclear voting procedures
  • Ownership transfers without approval
  • Disputes over profit distribution or reinvestment
  • Lack of exit or dissolution terms
  • Ambiguity in control between managing and non-managing members
  • Failure to update agreements after expansion or ownership changes

 

We tailor every agreement to your specific business structure and objectives, ensuring enforceability under Florida law.

Steps to Create or Update Your Agreement

Steps to Create a Strong Shareholder or Operating Agreement

  • Determine your business structure — corporation, LLC, or partnership.
  • Identify ownership and management roles for all members or shareholders.
  • Establish voting rights and decision-making thresholds.
  • Define profit allocation and tax treatment.
  • Set buyout terms for retirement, death, or withdrawal.
  • Include dispute resolution and amendment procedures.
  • Review annually to ensure compliance with current laws and business changes.

 

Having an experienced attorney guide this process helps ensure your agreement reflects your company’s real-world needs, not just statutory defaults.

Frequently Asked Questions

Is an Operating Agreement required for an LLC in Florida?

No, but it’s strongly recommended. Without one, your business defaults to state law, which may not reflect your intentions or protect your interests.

Can a Shareholder Agreement override corporate bylaws?

In many cases, yes — as long as it doesn’t conflict with Florida law. A Shareholder Agreement can supplement or modify certain management and voting provisions.

What happens if we don’t have an ownership agreement?

Without one, disputes over ownership, profits, or management often lead to litigation or dissolution.

How often should we review our agreements?

Annually, or whenever your company’s ownership, management, or valuation changes.

Can we add a Buy-Sell provision to an existing Operating Agreement?

Yes. Amendments can be made at any time with proper member or shareholder consent.

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Frequently Asked Questions

Is an Operating Agreement required for an LLC in Florida?

No, but it’s strongly recommended. Without one, your business defaults to state law, which may not reflect your intentions or protect your interests.

Can a Shareholder Agreement override corporate bylaws?

In many cases, yes — as long as it doesn’t conflict with Florida law. A Shareholder Agreement can supplement or modify certain management and voting provisions.

What happens if we don’t have an ownership agreement?

Without one, disputes over ownership, profits, or management often lead to litigation or dissolution.

How often should we review our agreements?

Annually, or whenever your company’s ownership, management, or valuation changes.

Can we add a Buy-Sell provision to an existing Operating Agreement?

Yes. Amendments can be made at any time with proper member or shareholder consent.