If you own a restaurant in Little Havana, a logistics firm near the Port of Miami, or a professional practice in Brickell, your business is probably your largest asset and your most fragile one. Unlike a brokerage account, a company can lose value overnight if no one is authorized to run it. This checklist walks Miami owners through the Florida-specific steps that keep a business operating after death or incapacity.
1. Name who can act if you cannot
Start with a Florida durable power of attorney under Chapter 709. A POA is durable only if it states it survives your incapacity, and Florida POAs are effective when signed, not springing. Grant explicit authority over banking, signing contracts, and managing the entity, because Florida requires certain “superpowers” to be initialed separately. Without this, a bank or vendor may freeze dealings the moment you are hospitalized.
2. Decide who inherits and who operates
These are two different questions. A child may inherit your LLC interest yet have no interest in running the warehouse. Your plan should separate ownership (the economic value) from management (day-to-day control). Spell out a successor manager in your operating agreement so there is no gap while the estate settles.
3. Put a buy-sell agreement in place
If you have partners, a buy-sell agreement decides what happens to your share when you die, become disabled, or exit. It can be funded with life insurance so the surviving owners have cash to buy out your family at an agreed valuation, rather than your spouse becoming an unwanted co-owner of a Miami business they cannot manage.
4. Keep the business out of probate
Florida formal administration can take months and is public. A revocable trust under Chapter 736 lets you assign your LLC or shares into the trust so control passes immediately to your successor trustee without court involvement. Coordinate this with your operating agreement, which must permit the transfer. The Florida advantage: there is no state estate or inheritance tax, so planning here is about continuity and probate avoidance, not state death taxes.
5. Align your entity documents with your estate plan
The most common Miami mistake is a clean trust that conflicts with an old operating agreement requiring partner consent to transfers. Pull both documents side by side. Update beneficiary designations on business-owned life insurance and retirement plans, since those pass outside your will entirely.
6. Protect your homestead and keep it separate
Do not pledge or title your Miami-Dade homestead inside the business. Florida’s homestead protection under Article X, Section 4 shields your primary residence from most creditors, but mixing it with business assets can erode that protection and complicate inheritance, since homestead descends under special rules if you are married or have minor children.
7. Build a continuity binder
Create a single document listing bank logins, key vendor contacts, payroll provider, the location of the operating agreement, your CPA, and insurance policies. Tell your successor where it lives. A polished trust is useless if no one can find the payroll account on the first Friday after you are gone.
Talk to a Florida attorney
Business succession in Florida sits at the intersection of probate law, entity law, and tax planning, and the documents must agree with one another. Before you sign anything, consult a licensed Florida estate planning attorney who can review your operating agreement, trust, and Miami homestead together.
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For more on our Florida practice, see our overview of powers of attorney in Florida. Morgan Legal Group's affiliated New York office also handles .
