Nason Yeager Helps Business Owners Protect and Transfer Wealth

Quick Answer: For most Florida business owners, the company is their largest asset and their largest source of risk. Protecting and passing on that wealth requires separating business and personal liabilities, choosing the right entities, managing personal guaranties, putting buy-sell agreements in place, planning for leadership and ownership succession, and using family entities and trusts to move value to the next generation tax-efficiently. Marital agreements and adequate insurance complete the plan.

Entrepreneurs, family business owners, professional practice owners, and real estate operators have built much of South Florida’s economy. Their companies employ thousands of people in Palm Beach, Broward, and Miami-Dade counties and represent decades of work. Yet many owners spend far more time growing their businesses than protecting them. Most family businesses do not survive into the second generation, and a large share of those failures stem not from market forces but from avoidable problems: disputes among heirs, missing buy-sell agreements, unplanned estate taxes, divorce, and personal liabilities that spill into the company.

Nason, Yeager, Gerson, Harris & Fumero, P.A., founded in 1960 and headquartered in Palm Beach Gardens, combines business, tax, estate planning, and litigation experience to help owners protect what they have built. As a South Fl family business succession attorney resource, the firm works with owners and their accountants and financial advisers on plans that protect the business today and carry it into the future. This article explains the key components.

Where Business Owners Are Most Exposed

Risk	How It Reaches Personal Wealth
Personal guaranties	Lenders and landlords sue the owner directly
Commingled finances	Courts disregard the entity (veil piercing)
Professional liability	Licensed professionals are liable for their own acts
Employment claims	Some statutes impose individual liability
Tax obligations	Unpaid trust fund taxes assessed against responsible persons
Divorce	Business interest treated as a marital asset
Death or disability	No plan for ownership or management transition
Owner disputes	Deadlock or litigation among co-owners

A sound wealth preservation plan addresses each of these risks in turn.

Building the Right Entity Structure

Separating Operations From Assets

Many owners hold everything in one company: operations, real estate, equipment, intellectual property, and cash. That puts every asset at risk from every claim. A more protective structure places valuable assets in separate entities and leases or licenses them to the operating company. If the operating company is sued, the real estate and intellectual property held elsewhere are not directly exposed.

Multi-Member LLCs and Charging Orders

Under Florida’s Revised LLC Act, a personal creditor of a member of a multi-member LLC is generally limited to a charging order, which gives the creditor a right to distributions but not control. This “outside” protection is stronger for multi-member LLCs than for single-member LLCs, which can be subject to foreclosure of the membership interest in some circumstances. Owners often bring a spouse, trust, or family member into ownership to obtain multi-member status, but the arrangement must have genuine economic substance.

Maintaining the Corporate Veil

Entity protection depends on respecting the entity. Owners should keep separate bank accounts, document loans and distributions, hold required meetings or written consents, file annual reports with the Florida Division of Corporations, and adequately capitalize the business. Using company funds for personal expenses invites veil-piercing claims.

A Palm Beach asset protection attorney can review the existing structure and recommend changes that protect assets without disrupting operations or financing.

Managing Personal Guaranties

Personal guaranties are one of the most common ways business debts become personal debts. Banks, equipment lessors, landlords, and suppliers routinely require them.

Negotiating Guaranty Terms

Owners can often negotiate:

• Caps limiting the guaranty to a fixed amount or percentage
• Burn-off provisions that reduce or eliminate the guaranty after a period of timely payment
• Good-guy guaranties in leases that end liability once the tenant surrenders the space
• Limited recourse covering only specific “bad acts” such as fraud or misapplication of funds
• Single-spouse signature, which can preserve tenancy by the entireties protection for marital assets

Spousal Guaranties

When both spouses sign a guaranty, assets they own as tenants by the entireties become reachable by that creditor. Unless a lender legally requires both signatures, having only the owner-spouse sign can protect jointly owned assets.

Professional Practices

Physicians, dentists, lawyers, accountants, architects, and engineers face a special issue. A professional entity protects the professional from liability for colleagues’ errors and from business debts, but not from liability for their own professional negligence. Asset protection for professionals therefore relies heavily on malpractice insurance, umbrella coverage, Florida’s personal exemptions, and properly titled personal assets.

Professionals should also review partnership and shareholder agreements for buyout terms, disability provisions, and how practice goodwill is valued.

Buy-Sell Agreements

A buy-sell agreement is a contract among business owners that controls what happens to an owner’s interest on death, disability, retirement, divorce, bankruptcy, termination of employment, or a desire to sell.

Why Every Multi-Owner Business Needs One

Without a buy-sell agreement, an owner’s death can leave a surviving spouse or children as unwanted co-owners. A divorce can transfer an interest to a former spouse. A creditor can obtain rights in an owner’s interest. Disputes over price can paralyze the company.

Key Terms

Provision	Purpose
Triggering events	Death, disability, retirement, divorce, default, departure
Purchase obligation	Mandatory or optional buyout, by company or owners
Valuation method	Fixed price, formula, or independent appraisal
Funding	Life and disability insurance, installment notes, sinking funds
Transfer restrictions	Rights of first refusal, consent requirements
Payment terms	Down payment, note term, interest, security

Funding the Buyout

The most common funding source for death buyouts is life insurance. The structure matters. Following the U.S. Supreme Court’s decision in Connelly v. United States (2024), life insurance proceeds received by a corporation to redeem a deceased shareholder’s stock can increase the company’s value for estate tax purposes. Cross-purchase arrangements, insurance LLCs, or trusteed buy-sell structures may produce better results. Existing agreements should be reviewed in light of that decision.

Succession Planning: Management and Ownership

Succession has two parts: who will run the business and who will own it. They are not always the same people.

Management Succession

Identifying and developing future leaders takes years. Owners should document key processes, establish an advisory board, and begin transferring responsibility while still available to guide successors. For family businesses, clarity about which family members will work in the business, and on what terms, prevents conflict.

Ownership Succession Options

Owners generally have several exit paths:

1. Transfer to family through gifts, sales, or trusts
2. Sale to co-owners or key employees under a buy-sell or management buyout
3. Sale to an employee stock ownership plan (ESOP), which can provide tax advantages
4. Sale to a strategic buyer or private equity firm
5. Recapitalization that provides liquidity while the owner retains a stake

Each path has different tax, financial, and family consequences.

Moving Business Value to the Next Generation

For owners transferring a business to family, the federal estate and gift tax exemption of $15 million per person in 2026, indexed for inflation, provides significant room. Rapidly growing businesses can still exceed that amount, and Congress can change the law. Common transfer techniques include:

Voting and Non-Voting Interests

Recapitalizing the business into voting and non-voting interests allows the owner to gift or sell non-voting interests to children or trusts while retaining control.

Valuation Discounts

Minority, non-voting interests in closely held businesses are often valued at a discount for lack of control and lack of marketability. Qualified appraisals are essential, and the IRS scrutinizes discounts, especially for entities holding passive investments.

Family Limited Partnerships and LLCs

Family limited partnerships and family LLCs centralize management of family assets, provide charging order protection, and facilitate gifts of minority interests. Courts have disregarded family entities that lacked legitimate non-tax purposes or where the founder kept using the assets personally. Respecting formalities and documenting business purposes are critical.

Sales to Grantor Trusts

An owner can sell business interests to an intentionally defective grantor trust in exchange for a promissory note. The trust’s growth above the note’s interest rate passes free of estate tax, and because the trust is a grantor trust, the sale does not trigger income tax.

Grantor Retained Annuity Trusts

A GRAT pays the owner an annuity for a term of years, with remaining appreciation passing to beneficiaries. GRATs work well for businesses expected to grow quickly or ahead of a liquidity event.

A Florida asset protection trust attorney can build these transfers into irrevocable trusts with spendthrift protection for heirs.

Planning Before a Sale

The best time to plan is before a letter of intent is signed. Pre-sale planning can include transferring interests to trusts before the value is fixed by a deal, structuring for qualified small business stock treatment under Section 1202 where eligible, considering charitable remainder trusts to diversify appreciated holdings, and reviewing state tax consequences. Owners who moved to Florida from high-tax states should confirm their domicile is well established before a large sale.

Marital Agreements

Divorce can force the sale of a business or hand an ownership interest to a former spouse. Florida’s Uniform Premarital Agreement Act, Section 61.079, allows couples to agree before marriage on how property, including business interests and their growth, will be treated. Postnuptial agreements can do the same after marriage. Buy-sell agreements can also require that a divorcing owner’s spouse transfer any interest back to the owner or the company.

For family businesses passed down across generations, parents often require children to sign prenuptial agreements as a condition of receiving ownership, or hold interests in trusts that are generally treated as separate property.

Corporate Transparency Act Update

Business owners spent much of 2024 preparing to file beneficial ownership information reports under the federal Corporate Transparency Act. In March 2025, the Treasury Department’s Financial Crimes Enforcement Network issued an interim final rule exempting domestic companies and U.S. persons from those reporting requirements, limiting reporting to certain foreign companies registered to do business in the United States. Owners should monitor any further changes, but most Florida companies owned by U.S. persons are not currently required to file.

Insurance as Part of the Plan

Insurance is the first line of protection for business owners. A comprehensive review should cover:

• General and professional liability
• Commercial umbrella and personal umbrella
• Directors and officers liability
• Employment practices liability
• Cyber liability
• Key person life and disability insurance
• Buy-sell funding policies

Working With Local Counsel

Owners in south Palm Beach County often meet with a Boca Raton estate planning lawyer at the firm’s Park of Commerce office, while companies based in the county seat work with a West Palm Beach wealth protection lawyer on the same team. Families with business interests across the state are served from offices in Fort Lauderdale and, by appointment, St. Petersburg.

As a South Florida wealth preservation law firm, Nason Yeager coordinates closely with each client’s CPA, financial adviser, insurance professional, and appraiser, because business succession plans succeed only when every adviser works from the same plan.

A Practical Roadmap

1. Review entity structure and separate high-value assets from operations.
2. Inventory personal guaranties and renegotiate where possible.
3. Adopt or update a buy-sell agreement with realistic valuation and funding.
4. Identify successors for leadership and begin training.
5. Decide on the ownership exit path and timeline.
6. Implement transfer strategies such as recapitalization, trusts, and sales.
7. Put marital agreements in place where appropriate.
8. Coordinate personal estate plans with business documents.
9. Review insurance across business and personal coverage.
10. Revisit the plan every few years and before any sale.

Frequently Asked Questions

How can I protect my personal assets from my business’s debts?

Operate through a properly maintained entity, avoid commingling funds, limit personal guaranties, and keep valuable assets in separate entities. Florida’s personal exemptions, such as homestead and retirement accounts, provide further protection.

What happens to my business if I die without a plan?

Your interest passes under your will or Florida’s intestacy laws, potentially to heirs who are not prepared to run the business, and co-owners may have no right to buy it. Without liquidity, the estate may need to sell the business to pay expenses or taxes.

Do I need a buy-sell agreement if I own the business with family?

Yes. Family businesses are especially vulnerable to disputes after a death, divorce, or disagreement. A buy-sell agreement sets clear rules and prices in advance.

How did the Connelly decision affect buy-sell agreements?

The Supreme Court held that corporate-owned life insurance proceeds used to redeem a deceased owner’s shares can increase the company’s value for estate tax purposes. Owners with redemption agreements funded by corporate-owned insurance should review their structures.

Can I give my business to my children without giving up control?

Yes. Recapitalizing into voting and non-voting interests lets you transfer non-voting equity while keeping voting control.

Do I still need to file under the Corporate Transparency Act?

Under FinCEN’s March 2025 interim final rule, domestic companies and U.S. persons are currently exempt from beneficial ownership reporting. The rule could change, so owners should monitor updates.

Key Takeaways

• Separate operating risks from valuable assets using multiple entities.
• Personal guaranties are a leading path from business debt to personal liability.
• Buy-sell agreements and proper insurance funding protect co-owners and families.
• Voting and non-voting interests, trusts, and sales to grantor trusts transfer value efficiently.
• Marital agreements and early pre-sale planning protect the business and its value.

Contact Nason Yeager

Nason, Yeager, Gerson, Harris & Fumero, P.A. serves clients throughout Florida from four offices. Website: nasonyeager.com

Palm Beach Gardens: (561) 686-3307 | Seacoast National Centre, 3001 PGA Boulevard, Suite 305, Palm Beach Gardens, FL 33410

Boca Raton: (561) 982-7114 | 750 Park of Commerce Boulevard, Suite 210, Boca Raton, FL 33487

Fort Lauderdale: (561) 686-3307 | 110 East Broward Boulevard, Suite 1010, Fort Lauderdale, FL 33301

Tampa/St. Petersburg (By Appointment Only): (561) 686-3307 | First Central Tower, 360 Central Avenue, Suite 800, St. Petersburg, FL 33701

This article provides general information and is not legal advice. Consult a qualified attorney about your specific situation.

Sources and Further Reading

1. Florida Revised Limited Liability Company Act, Chapter 605, Florida Statutes – Florida Legislature
2. Connelly v. United States, 602 U.S. 257 (2024) – U.S. Supreme Court
3. Uniform Premarital Agreement Act, Section 61.079, Florida Statutes – Florida Legislature
4. Public Law 119-21 (One Big Beautiful Bill Act, 2025), Estate and Gift Tax Provisions – U.S. Congress
5. Beneficial Ownership Information Reporting Interim Final Rule (March 2025) – FinCEN, U.S. Department of the Treasury
6. Internal Revenue Code Section 1202 (Qualified Small Business Stock) – Internal Revenue Service
7. Internal Revenue Code Sections 2701–2704 (Special Valuation Rules) – Internal Revenue Service
8. Employee Stock Ownership Plans (ESOPs) – Internal Revenue Service
9. Florida Uniform Fraudulent Transfer Act, Chapter 726, Florida Statutes – Florida Legislature
10. Exemptions From Legal Process, Chapter 222, Florida Statutes – Florida Legislature