Spiro Verras’s business practice is the business side of an estate plan. Most clients who own a company, a professional practice, or rental property come to him for a will or a trust, and the entity that holds the business turns out to be part of the plan. He forms and maintains those entities, drafts the agreements among their owners, plans for what happens to the business when an owner dies or loses capacity, and handles the purchase or sale of a closely held business. He has practiced law since 1993 and is the firm’s only lawyer, so the trust and the operating agreement come from the same desk.
Connect the business and estate plan
Your business interest is part of your estate, but the rules for transferring and managing it also come from the company’s governing documents and applicable law. The operating or shareholder agreement, buy-sell terms, trust, will, and power of attorney should work together. Coordinating them helps the right person step into the right role when ownership or management changes.
Spiro considers the business and the estate plan together. A revocable trust may be an appropriate owner of an interest, subject to transfer restrictions, professional licensing rules, and tax requirements. Agreements can address death, disability, divorce, and departure, while identifying how an interest will be valued and who may manage the company. The successor should understand the plan before being asked to carry it out.
Business services that support your plan
Forming the entity. A limited liability company, corporation, or limited partnership, chosen for what it will hold and who will own it, with the organizational documents that an online filing service does not provide. See business formation and limited liability companies.
Agreements among owners. Operating agreements and shareholder agreements with transfer restrictions, buy-sell triggers, a valuation method, and a way out of deadlock, written so that they match the owners’ estate plans.
Succession. The set of documents that lets a business survive its owner, and the conversation with the children who work in the business and the children who do not. See business succession planning.
Buying or selling. Asset sales and sales of stock or membership interests, from the letter of intent through due diligence, the purchase agreement, seller financing, and closing. See purchase or sale of a business.
Maintenance. Annual reports, amendments, changes of registered agent, the resolutions a bank or title company asks for, and the cleanup of an entity that has drifted out of good standing. Spiro Verras reviews the entity when he reviews the estate plan, because the two age together.
An adviser who stays connected
A business owner’s legal needs may extend beyond an individual transaction or estate plan. When a matter calls for commercial litigation or another area of practice, Spiro can introduce you to appropriate counsel and stay engaged to the extent you would like. You can continue to rely on a lawyer who understands you, your family, and the larger picture.
Legal and tax planning also belong in the same conversation. Entity tax elections, the allocation of a purchase price, and gifts of business interests can affect both your current finances and your estate. Spiro works with your CPA and financial advisers to evaluate these choices and coordinate the documents with the tax reporting and implementation.
Employment, securities, regulatory, and other business questions may call for additional counsel. Spiro helps assemble the appropriate team around your needs, whether you are building a venture, welcoming a new owner, or preparing the business for the next generation.
Clear scope and expectations
The scope of business work depends on the transaction, the parties, and what the review reveals. Spiro explains the proposed work and fee arrangement in advance, including when appraisals, filing fees, accounting work, or other professional services may be needed. That gives you a practical basis for deciding how to proceed.
Give your successor a clear path
An individually owned business interest may need probate unless an effective transfer arrangement is in place. Existing managers or officers may still have authority to run the business, but ownership, voting rights, and the admission of a successor member require separate attention. Florida’s default LLC rules can leave heirs with economic rights without full management rights, and a company without members needs timely action to continue. A coordinated agreement, trust, and power of attorney can address these questions in advance and give your successor practical instructions.
Contact our office to arrange a consultation with Spiro about estate planning, trusts, or probate. Meet in Palm Harbor, in Tampa or St. Petersburg by appointment, or by Zoom or teleconference.