This post uses hypothetical scenarios for illustrative purposes only. It does not describe any actual client, transaction, or representation, and is not legal advice.
Here is how this usually shows up. A Florida company is under contract to be sold. The buyer’s counsel pulls the stock ledger during diligence and finds that the founder’s shares were issued years ago to “Robert and Susan, husband and wife.” Nobody has thought about that phrasing since the certificate was printed. The founder has been negotiating the deal alone, signed the letter of intent alone, and plans to sign the purchase agreement alone. Then someone on the buyer’s side asks the question that stalls the closing checklist: if the stock belongs to the marriage rather than to Robert, can Robert actually sell it by himself?
In Florida, the answer may well be no. Florida is one of the states that recognizes tenancy by the entireties — a form of ownership available only to married couples, in which the husband and wife hold the property not in shares but as a single unit. Real estate lawyers deal with it constantly. Deal lawyers often forget that it applies to personal property too, including stock in a closely held corporation and, by the same logic, membership interests in an LLC. When it applies, it changes who has to sign, what the buyer should demand, and how post-closing risk gets carried.
Florida presumes a married couple’s jointly titled property is entireties property
The controlling case is Beal Bank, SSB v. Almand & Associates, 780 So. 2d 45 (Fla. 2001), where the Florida Supreme Court held that when a married couple acquires personal property jointly — with the traditional unities of possession, interest, title, and time, plus the right of survivorship — a presumption arises that they hold it as tenants by the entireties. The burden then shifts to anyone claiming otherwise. Beal Bank itself involved bank accounts, but Florida courts have applied its reasoning across the range of personal property, and the Florida Supreme Court has continued to treat the entireties presumption as robust in decisions as recent as 2025. Stock certificates issued to both spouses, without language expressly disclaiming entireties ownership, sit comfortably inside the doctrine.
Entireties ownership has two consequences that matter long before any sale. Neither spouse owns a divisible half — each owns the whole, together — so neither spouse can transfer or encumber the property without the other. And a creditor of only one spouse generally cannot reach entireties property at all; only a joint creditor of both can. That second feature is why the doctrine is beloved in asset-protection planning, and it is why a surprising number of Florida founders deliberately titled their shares this way decades ago, on an accountant’s or estate planner’s advice, and then forgot.
What entireties stock does to a sale
First, it changes the signature pages. If the shares are entireties property, both spouses must convey. A purchase agreement signed by the titled founder alone leaves the buyer with a serious question about whether title passed — the one defect no buyer will paper over. The clean practice is for both spouses to sign as sellers, make the title and authority representations jointly, and deliver the certificates endorsed by both. This is a five-minute fix when it is caught at diligence and a genuine problem when it surfaces the week of closing, especially if the non-negotiating spouse has questions about the deal that nobody has answered for the past four months.
Second, it complicates the indemnity math. Buyers expect the selling shareholder to stand behind representations after closing. But sale proceeds paid to a married couple in Florida frequently land in an entireties account, and a claim the buyer holds against only one spouse cannot reach entireties assets. A buyer that takes its indemnity from Robert alone, while the purchase price sits in Robert-and-Susan’s joint account, has bought itself a collection problem. The standard responses: both spouses give the core indemnities, or the escrow and holdback do the work that a personal covenant otherwise would, or the buyer prices the risk. Which response fits depends on the deal’s size and the rest of the diligence picture — the point is that someone has to notice the issue while the structure is still negotiable.
Third, it interacts with events nobody wants to plan for. Divorce severs a tenancy by the entireties into a tenancy in common — so a dissolution proceeding filed mid-deal converts one selling unit into two independent sellers with separate lawyers and possibly separate views of the transaction. Death works the other direction: the surviving spouse takes the whole by survivorship, outside probate, which is usually cleaner but means the buyer’s counterparty may change identity between signing and closing. Long gaps between signing and closing deserve a covenant structure that anticipates both.
What founders and buyers should each do about it
For a founder heading toward a sale, the homework is simple: find the actual stock certificates and the ledger, and read how ownership is titled — including shares issued in early rounds, before anyone imagined an exit. If the titling is entireties and that was intentional, plan for the second signature early, and treat the spouse as a real party with information rights rather than a formality. If the titling was accidental, a pre-sale retitle is possible, but it should be run past tax and estate counsel first, because unwinding entireties ownership casually can surrender creditor protection the couple actually wanted — a consideration that runs parallel to Florida’s homestead protections, which raise their own version of this problem when a seller’s guaranty is on the table.
For a buyer, the checklist item is equally concrete. Pull the ledger, read the certificates, and where any holder is a married Florida resident, ask how the equity is titled and get both spouses onto the documents where the answer is jointly. Ask the same question about LLC membership interests — the operating agreement and the assignment documents should reflect the marital titling, not ignore it. None of this is expensive. All of it is cheaper than litigating, after closing, whether a conveyance signed by one spouse moved title that belonged to two. It belongs in the same first-week workstream as the rest of the deal structuring.
The takeaway
Florida law presumes that personal property a married couple acquires jointly — stock included — is held as tenants by the entireties, and entireties property cannot be sold by one spouse alone or reached by a creditor of one spouse alone. In an acquisition, that presumption decides who must sign the purchase agreement, whether the buyer’s indemnity is collectible, and what happens to the seller side if divorce or death intervenes before closing. The doctrine is not a trap when it is spotted early: both spouses sign, the representations and indemnities are structured around the titling, and the deal closes cleanly. It only becomes a problem when the certificate that says “husband and wife” goes unread until the closing binder is being assembled. Read it in week one.
Our Fernandina Beach office advises founders and buyers on Florida stock sale mechanics and closing structure throughout the state, from Jacksonville to Tampa, Orlando, and South Florida.
If you are selling a Florida company and your equity is titled jointly with your spouse — or you are buying one and want the title chain verified before closing, feel free to reach out to my firm manager, Magda, at Magda@montague.law, or fill out our contact form. Mention you read this post.
