Landmark Victory: Dog Breeder Secures First-Ever Agricultural Classification in Broward County, Setting Statewide Precedent

Abrams Law Firm recently represented a licensed dog breeder from western Broward County at an administrative trial before a value adjustment board special magistrate on April 2, 2025. The case challenged the property appraiser’s denial of an agricultural classification application submitted nearly a year earlier. Until now, no dog breeder in Florida had received approval for agricultural classification.

This case holds particular significance because agricultural classification exempts businesses from local zoning requirements through a legal principle known as “preemption.” Under the Florida Right to Farm Act, agricultural uses are protected from restriction by local zoning regulations.

The magistrate ruled in favor of the petition, determining that the dog breeding operation qualifies as agricultural because it produces animal products that are “useful to humans”, the statutory requirement for agricultural classification. This landmark decision establishes the client as Broward County’s first agriculturally classified dog breeder and potentially among the first in the entire state.

For more information about agricultural classifications or to discuss how this precedent might apply to your business, please contact:

Abrams Law Firm

Phone: (954) 332-2358
Email: admin@abrams-law.com
Website: www.abramslawfirm.com

Principal Contact: Ryan Abrams, Esq. and Sydney Satz, Esq.
Practice Areas: Agricultural Law, Property Tax Appeals, Land Use & Zoning

Art of the Acquisition – How to Buy or Sell a Business

There are three primary ways to structure the purchase or sale of a business: asset purchase, stock purchase, or merger.  Each has distinct advantages and disadvantages for the buyer and seller, respectively.  A qualified M&A (mergers and acquisitions) attorney will help you decide which structure is best suited for your needs.

Methods

An asset purchase is where some or all of the assets of a company are purchased by a buyer.  An acquisition agreement is negotiated and executed by the parties, setting forth a due diligence period and a closing date, similar to a real estate transaction.  The agreement will specifically list the assets and liabilities being purchased by the prospective buyer.  The result after closing is the buyer ends up with only the specific assets and liabilities listed in the acquisition agreement. 

A merger is where a target company is merged with a purchasing company, or vice versa.  Just as with an asset purchase, there will be a transaction agreement and a due diligence period, but there are procedures that must be followed for a plan of merger to be approved by the shareholders of the target company and shareholders of purchasing company. There are different types of mergers, and it can get complicated.  Suffice it to say that the target company can either merge with the purchasing company, thereby extinguishing the legal existence of the target company; or alternatively, the purchasing company can merge with the target company, thereby extinguishing the legal existence of the purchasing company.  The result in either case is the merged company ends up with all of the assets and liabilities of the target company.  

A stock purchase is a third way to structure an acquisition.  This is accomplished through a stock purchase agreement and there is also a due diligence period.  With a stock purchase, the buyer seeks to gain ownership of all of the target company’s shares.  The purchasing company would then own all of the target company’s assets and liabilities, making the target company its wholly owned subsidiary.  A risk with this transaction is that all shareholders may not sign off on the sale or exchange of their stock, although the deal can be structured to avoid this result.  

Pros and Cons of Each Method

The structure of the purchase can be a subject of intense negotiations between the buyer and seller, because each structure type has varying advantages and disadvantages for each the buyer and seller. 

An asset purchase is generally the preferred structure for the buyer because, if done properly, it eliminates the risk of taking on hidden liabilities of the target company, and it also generally provides superior tax advantages for the buyer.  The primary tax advantage is that it allows the buyer to claim a ‘stepped-up basis’ in those assets with appreciating value, which generally will reduce the buyer’s tax burden.  However, an asset purchase is a less attractive option for a seller that files as a C Corporation, because it can result in double taxation.  This is because the C Corporation would be taxed for a liquidation at the corporate level, and the amounts distributed to shareholders would be taxed again as capital gains.  The Seller also could be subject to taxes on deprecation recapture on some of the assets sold.  Notwithstanding the foregoing, a lengthy discussion on tax law is beyond the scope of this article. 

On the other hand, mergers and stock purchases are generally preferable for Sellers for three reasons.  First, the Seller usually desires to sell its entire business because it is a simpler process.  Second, the Seller does not have to worry about continuing liabilities, or how to dispose of assets not purchased by the buyer.  Third, mergers and stock purchases provide tax advantages for the seller, including the avoidance of the double taxation problem for C Corporations and the avoidance of paying taxes on depreciation recapture.  The tax consequences should be more thoroughly analyzed with the assistance of a qualified CPA.  Your attorney in the transaction will probably recommend bringing in other experts where appropriate to help guide the process so that you receive the greatest benefit for your bargain. 

Conclusion

There’s a lot to consider when thinking about selling or buying a business.  Ryan A. Abrams, Esq. is skilled in M&A transactions, and can guide you the process so that you only have to worry about the business side of things.  Call us today. 

Five Decisions You Should Make Before Starting A Business In Florida

Introduction

So you have decided to take the plunge into starting your own business and creating your own wealth? Or perhaps you are still mulling it over and are researching what it will take to turn the dream into a reality. Starting a business can be stressful, but you can mitigate that stress by having a plan and knowing the consequences that flow from each decision you make toward building your business. The goal of this article is to summarize the important things to consider before formalizing your plans.

1. Choose your entity

There are 6 types of formal business entities designated by Florida statutes: Corporation, General Partnership, Limited Liability Company (“LLC”), Limited Partnership (“LP”), Limited Liability Partnership, and Limited Liability Limited Partnership.  With the exception of general partnerships, and general partners in limited partnerships, each type of business entity above protects an owner from personal responsibility for the liabilities of the entity itself. However, the degree of protection may vary.  All have certain benefits and some disadvantages depending on the nature of the business venture, immediate and long term plans for growth, need for formalities and other factors.  Statistically, by far the most common entities in Florida are corporations and limited liability companies.[i]  With an LLC, owners are referred to as members; and with corporations, each owner is referred as a shareholder.  Three important considerations in choosing an entity are tax consequences, asset protection, and management structure.

A detailed discussion on the benefits and disadvantages of each business entity is beyond the scope of this article.  However, suffice it to say that if your business is a small to medium-size business with no intention of publicly trading on security exchanges, an LLC is probably the best all-around choice.  This is because an LLC is disregarded as an entity for tax purposes, so no corporate taxes are paid.  Additionally, each member’s protection from personal liability for claims against the LLC is arguably superior to other business entities.[ii]  See § 605.0304(2), Fla. Stat. (2018).  Finally, most of the statutory provisions regarding management structure in the LLC can be altered with the operating agreement, so there is significant flexibility in that regard.  See § 605.0105, Fla. Stat. (2018).  With corporations, by comparison, the statutory provisions dealing with management cannot be changed through the By Laws. See § 607.0206, Fla. Stat. (2018).

Note that each business venture is unique and a more detailed evaluation by a qualified business law attorney is advisable in order to help you determine which type of entity best suits your needs and short-term and long-term goals.  

2. Choose your business’s name

After you decide on a name, which is of course a personal decision, check sunbiz.org to make sure the name is not already taken.  You would also be wise to perform a basic internet search to explore whether your name is already being used in another state, which could lead to a court battle in the future.  If you are interested in protecting your brand, we would recommend getting a trademark attorney who can assist with obtaining federal trademark protection.

Our firm assists businesses by performing a preliminary search of names in the state database.  If you decide to seek trademark protection, we work with a number of excellent trademark attorneys and would be happy to put you in touch.   We take the lead on creating your business, which includes bringing in other specialized attorneys as appropriate.

3. Choose your registered agent

Florida law requires you to name a registered agent for your business entity who maintains a full time office within the state.  If the entity is sued, the registered agent must accept service of process on behalf of the business. Our firm serves as registered agent to businesses for a nominal annual fee.

4. Choose your tax structure

This consideration mainly applies to corporations.  If your corporation has less than 100 shareholders, than you may elect to be taxed as an “S” corporation by completing and submitting IRS Form 2553.  This will allow your corporation to be taxed as a pass-through entity, allowing you to avoid paying corporate taxes in addition to individual taxes. 

This consideration may also be important to an LLC or LP that wishes to be publicly traded in securities exchanges.  Note that federal law prohibits LLCs from being publicly traded.  A way around this prohibition is for the LLC to be taxed as a partnership and structure itself as a Publicly Traded Partnership.  The PTP must meet the requirements of 79 U.S.C. 7704(c). 

5. Choose your management structure

Management structure will vary depending on the type of entity.  With the two more common business entities – corporations and LLCs – the management structure is determined both by applicable statutes and the appropriate entity agreement.  With LLCs, the operating agreement can determine the management structure, including by stating whether the LLC is member-managed or manager-managed.  With corporations, management is determined by applicable statutes, the By Laws and/or the shareholder agreement.  Contact our firm to help you design a management structure that best fits your business model and which is consistent with Florida law.

Conclusion

We are happy to help you construct a plan that is consistent with Florida law and which is both suitable and adaptive to your unique business model over the long term. Have an overall plan, and implement it with confidence. Call or message us when you are ready to get moving.

[i] https://dos.myflorida.com/sunbiz/about-us/yearly-statistics/

[ii] Single member LLCs are not bright line asset protection vehicles as against personal liabilities of the member.  A creditor can take over the member’s interest in the LLC by judgment of the court to foreclose on a member’s unpaid debt.  See§ 605.0503(4), Fla. Stat. (2018).  This threat presumably and similarly exists with single-shareholder corporations in light of the Florida Supreme Court’s decision in Olmstead v. Federal Trade Commission, 44 So.3d 76, 83 (Fla. 2010).