5 Lessons Florida Business Owners Should Know on Post-Death Asset Transfers

By: C. Richard Mancini, Esq.

When a Florida business owner dies unexpectedly, family members left behind face not only grief, but immediate legal implications tied to ownership, control and corporate assets. A recent Miami-Dade County civil jury verdict highlights how quickly disputes can escalate and why proactive legal planning remains essential for closely held companies.

In Colado v. Colado, a jury awarded approximately $1 million to the widow and estate of a trucking company owner after finding that commercial property held by Colado Trucking Corp. was transferred into a separate corporation, created by the Defendants, shortly after the owner’s death.  According to the Second Amended Complaint, the transfer occurred approximately just weeks after his death.

Why Florida Business Owners Should Pay Attention

This case underscores a real-world risk: when succession planning is not clearly documented in advance, the surviving spouse and beneficiaries may be forced into complex litigation to recover property, enforce their inheritance rights and unwind corporate actions that occurred after death.

Florida law provides specific intestate rights, but those rights only protect beneficiaries if there is transparency, documentation, and compliance with corporate fiduciary duties.

Lessons for Florida Business Owners

1. Ensure corporate ownership and control documents accurately reflect economic ownership. Corporate records, shareholder schedules, tax filings and governing documents must reflect who actually owns the business. When records are inconsistent, outdated, or incomplete, disputes are more likely to arise and harder to resolve.
2. Confirm who has legal authority to sign or transfer corporate-held assets. Deeds, bank accounts, and titled property held by the company are corporate assets. Authority to transfer those assets requires proper corporate authority, not family assumption or convenience. Death does not create automatic authority for others to act.
3. Review succession plans regularly and put them in writing with counsel. Succession should never remain informal or implied. Owners should proactively outline intent, structure governance, and document ownership transfers before incapacity or death. Written succession planning preserves clarity and protects surviving spouses and children.
4. Maintain accurate annual reports, officer listings and corporate records. Corporate filings submitted to the State of Florida carry legal impact. Changing officers, amending reports, or altering control following death must be legitimate, authorized and consistent with the law. Proper filings reduce future exposure.
5. Protect real estate owned through the corporation as a business asset, not a family asset. When commercial property is titled in the corporation, it must be treated as a corporate asset subject to fiduciary duties and statutory protections. Mischaracterizing corporate-held real estate as personal property increases the risk of later litigation.

Probate Litigation and Corporate Litigation Converge

Family businesses in Florida often blend personal relationships and corporate governance. When those roles collide, disputes become more expensive and more personal. This case illustrates how asset transfers, corporate filings, and fiduciary decisions made immediately after death can lead to claims for civil theft, constructive fraud, conversion, breach of fiduciary duty, conspiracy, and requests to unwind deeds.

Takeaway

Florida business owners with real property, significant equipment or operating assets held in a corporation should review succession structure now — while they have control — not later when others must react. Strong pre-planning reduces risk, conflict, cost and the likelihood that family members will find themselves in litigation at the worst possible time. Those needing assistance may reach me at richard.mancini@henlaw.com to schedule a consultation.