Matthew Fornaro on the Legal Mistakes That Quietly Break Small Businesses

Matthew Fornaro has spent more than two decades practicing business law, but his work today at Fornaro Legal is far removed from where he started.

After beginning his career in big law representing banks, insurance companies and large corporations, Fornaro launched his own South Florida firm to serve a different market: small businesses, startups and entrepreneurs.

That shift changed how he saw legal work.

Many of the problems entrepreneurs face, he says, are not purely legal at first. They are business problems that become legal problems because they were ignored too long.

The most common mistake is rushing.

New founders are often eager to register the company, open the doors and start selling. But in that rush, they skip the structure that protects them later. They may choose an LLC without knowing why. They may operate without contracts. They may skip governing documents, fail to consult an accountant, or never speak with a banker or insurance professional.

Eventually, those shortcuts become expensive.

Fornaro argues that every serious business owner should have a business attorney early, even if they do not need one full time. Legal help is not a luxury reserved for large companies. It should be part of the initial business plan.

The same applies to accountants, bankers and insurance professionals. A founder does not need to know everything, but they do need the right people close enough to call before trouble starts.

One recurring example is what Fornaro calls a “business divorce.”

Partners start a company as friends, relatives or enthusiastic collaborators. Later, disagreements surface. One partner wants out. Someone believes money was mishandled. Families clash. The business relationship breaks down.

If there is no operating agreement, shareholder agreement or clear buyout process, the owners are forced to rely on state statutes. That usually leaves everyone unhappy.

In that sense, governing documents function like a business prenup. Nobody starts a company planning to break up, but smart founders prepare for the possibility.

Fornaro also sees entrepreneurs increasingly relying on AI for legal and business tasks. He uses AI himself and believes it can be a valuable tool, but only when a professional reviews the output.

The danger is not access to information. The danger is not knowing whether the information is correct, current or applicable to the right jurisdiction. Fornaro compares it to using online medical searches: they may help you understand the issue, but they are not a replacement for a qualified professional.

That lesson comes from experience.

When Fornaro started his own firm, he had legal training but little business training. He had to learn how to run a company, handle taxes, manage marketing, choose systems and build a real operation. Programs like the Kauffman Foundation FastTrac and the Jim Moran Institute helped him understand the practical side of entrepreneurship.

Now he gives back by teaching business law to other entrepreneurs in those programs.

His advice is simple: slow down before you speed up.

Do the due diligence. Choose the right structure. Put agreements in writing. Build relationships with professionals before you need them.

Entrepreneurs do not have to do everything themselves. In fact, Fornaro argues, they should not.

The strongest businesses are not just built with ambition. They are built with preparation.

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From the Ground Up is an Grit Daily Group interview show hosted by John Boitnott.