Do You Need a General Counsel for Your Small Business?

Not every small business needs a lawyer on staff. Many owners still benefit from one lawyer who knows their contracts, owners and leases before a problem starts. That role is called outside general counsel. It gives you ongoing legal help without hiring a lawyer as an employee.

Do I need a general counsel for my small business?

Not every company does, but a general counsel can help when your business has co-owners, vendors, leases or employees. Those areas can produce disputes, and one lawyer who sees all of them can keep your documents consistent. Whether it makes sense depends on the facts of your company.

What does an outside general counsel do?

An outside general counsel handles a company’s legal questions over time. The work usually covers contracts, owner agreements, employee issues and property leases.

KEW Legal acts as outside general counsel for business owners and investors across Miami-Dade and South Florida. The firm has offices in Coral Gables and Sunny Isles Beach. Kristina E. Wilson is the lawyer responsible for this page, and our team supports the practice with office and administrative staff.

What are the signs a small business needs ongoing legal help?

You may need ongoing legal help when a dispute is building or when your documents don’t match. Common warning signs include:

• Co-owners disagree about money, control or how an owner exits.
• A vendor stops performing, and the contract is unclear about what happens next.
• A landlord or tenant problem is growing.
• You’re signing a form someone else wrote, without a review.

One costly habit is signing a contract without reading its dispute terms. A lease, a vendor form and an owner agreement all shape how the next fight plays out. If you own investment property and live abroad, a commercial tenant problem is harder to manage from a distance. KEW Legal handles commercial evictions for owners in that position.

Does a Florida LLC protect owners from company debts?

Generally, yes. Under Fla. Stat. § 605.0304, a company’s debts belong to the company. A member or manager is not personally liable for them solely because of that role.

The same statute says that failing to follow company formalities is not, by itself, a ground for holding a member or manager liable for a company debt. The shield comes from the owner’s role. A debt an owner takes on personally is a different question, and the answer depends on the facts.

Does my LLC’s annual report really matter?

Yes. A Florida LLC must file an annual report each year. Under Florida’s annual report rules, the report is due between January 1 and May 1 of each year.

An LLC that misses the filing can’t maintain or defend a lawsuit in a Florida court. That limit lasts until the report is filed and all fees and penalties are paid.

The state can also act on a company that falls out of compliance. Under Florida’s administrative dissolution rules, the Department may dissolve an LLC that doesn’t deliver its annual report by 5:00 p.m. Eastern Time on the third Friday in September, pay a fee or penalty, or keep a registered agent. A change in the registered agent’s name or address must be reported within 30 days, unless within that time the agent files its own statement of change or the change was made under s. 605.0114(4). Florida’s Division of Corporations runs the state’s Sunbiz filing system.

Why do contract terms matter before a dispute starts?

The terms you sign now can shape how a later dispute is handled. Start with arbitration. Under Fla. Stat. § 682.02, a written agreement to arbitrate is valid, enforceable and irrevocable. The exception is a ground that exists in law or equity for revoking a contract. The court decides whether an arbitration agreement exists. For contracts involving interstate commerce, a federal rule also applies. See 9 U.S.C. § 2.

Fee clauses matter too. Under Fla. Stat. § 57.105, when a contract lets one side recover attorney’s fees for enforcing it, the court may award fees to the other side if that side wins on the contract claim, but only for contracts entered into on or after October 1, 1988.

Deadlines also matter.

Settlement offers have their own timing rules. Under Fla. Stat. § 768.79, an offer of judgment must be accepted within 30 days. In a civil action for damages, if the judgment is one of no liability or the judgment a plaintiff gets is at least 25 percent less than the defendant’s offer, the defendant can recover reasonable costs and attorney’s fees from the date of the offer. The same rule works in reverse for a plaintiff’s demand.

Vendor disputes can also raise consumer-protection issues. Under Fla. Stat. § 501.204, unfair methods of competition and unfair or deceptive acts in trade or commerce are unlawful.

What mistakes do small business owners make most often?

A few habits cause trouble again and again:

• Waiting until a lawsuit to ask for help. Deadlines keep running while owners talk things over.
• A missed or noncompliant annual report can stop your company from maintaining or defending an action in a Florida court until the report is filed and all fees and penalties are paid.
• Signing vendor or lease forms without reading the dispute terms. Arbitration and fee clauses can change where and how a fight happens.
• Mixing personal and company obligations. Personal promises can create personal exposure.

How do you decide if your business needs one?

Ask yourself a few plain questions. Do you have co-owners or investors? Do you sign vendor contracts or leases? Do you have employees? If you answer yes to any of these, ongoing legal review can help keep your documents working together.

Frequently asked questions

How long do I have to sue on a written contract in Florida?

Talk through your situation with KEW Legal

If you’re dealing with an owner disagreement, a vendor problem or a lease question, you don’t have to sort out the legal side alone. KEW Legal serves business owners and investors from its Coral Gables and Sunny Isles Beach offices. Your first consultation is free, confidential and carries no obligation to continue. You can call 305-990-2300 or send us a message.