Business Law

Business law relates to business and commercial transactions and includes advising on and setting up new business entities, such as S-Corporations, Limited Liability Companies (LLCs) and Partnerships. Business law also includes contract negotiating and drafting as well as business or commercial litigation.

Starting a Business

There is a lot that goes into your decision as to what type of business to create when starting a new business. Some of the considerations are:

  • Ownership structure
  • Taxes
  • Number of parties involved
  • Type of business
  • Filing requirements

If you’re a small business owner and you operate in your own capacity or as a sole proprietorship, you will likely be personally liable for all of the debts and obligations of the business itself; if your business fails, you may go under with it. But even if you’re willing to create an artificial entity through which to run your business, where do you start? What entity do you create? How do you ensure that you have complied with all of the legal requirements for the establishment of your entity, such that its entity status isn’t in jeopardy and you’re not held liable for its obligations by default? And once your entity is properly formed, how do you ensure you are meeting Florida’s business reporting/filing and other such conditions, so as to be certain your entity won’t be judicially dissolved for your failure to do so?

Your best bet is to hire a licensed Florida attorney who is experienced in the practice of business/ corporate law to help you through the process. Hiring an attorney to perform all of the required incorporation services on your behalf will likely cost you less than it would to procure each of the individual services from an online company. An attorney can, furthermore, advise you on the benefits of employing one entity structure over another, and assist you with the preparation of a shareholder/ operating agreement, which is important if your entity will be owned by two or more people – so as to guard against misunderstandings/ disputes. Finally, it is likely that your attorney will be familiar with local, state and federal laws, including tax issues and those relating to the procuring of important licenses (i.e. occupational licenses).

Useful Corporate Links:

LLC Formation Requirements

A limited liability company (LLC) is a statutory form of business association that is designed to give members (investors) limited liability as in a corporation, and federal, but not state, income tax benefits as in a partnership. The management of an LLC may be vested in its members or elected managers, but none are personally liable for its debts and are generally governed by Operating Agreements. LLCs are not required to have Board of Directors or Officers as with a corporation, but may do so. The LLC’s profits are shared amongst its members as noted in its Articles of Organization, and its distributions are handled as in a corporation. A member of an LLC may freely transfer his interest in its profits and losses, but may not transfer its management without the unanimous consent of the LLC’s other members. Also, there is to be no return of a member’s capital contribution to the LLC except with the unanimous consent of its members (or upon dissolution).

To create an LLC, you must adhere to various formalities, including the payment of a $100.00 filing fee and a $25.00 registered agent fee to the state and the drafting/ filing of the Articles.

In determining which entity to operate as, an LLC or Corporation, here are some of the benefits of choosing to operate your business as an LLC:

  • Allows for flexibility related to self-employment tax
  • There are few restrictions as to who can own the LLC
  • It is not necessary that formal meetings be held annually, and business documents need not be scrupulously maintained or filed with the state
  • Allows for flexibility regarding distribution of income and losses

You should note that failure to comply with any of one the LLC formation requirements noted above could nullify the protections of LLC status.

Useful LLC Links:

Business litigation

When business disputes arise, a mutual resolution is the most efficient way of solving the problem. Unfortunately, this isn’t always the case.  Business litigation arises in many areas of business law including:  

  • Land ownership disputes
  • Contract disputes
  • Shareholder disputes
  • Commercial collections
  • Judgment collection
  • Condo and homeowner associations
  • Construction litigation
  • Commercial disputes
  • Real estate transactions
  • Injunctions
  • Restrictive covenants and non-compete agreements
  • Employment contract disputes
  • Insurance disputes
  • Insurance coverage disputes
  • Professional malpractice
  • The purchase or sale of a business
  • Partnership agreements

Do you need an experienced lawyer for your business law issue?

Starting, selling, or buying a business can be a complex procedure and require a great amount of time and effort. Responsibilities include organizing all of your financial information, determining the licenses appropriate for your business, and contacting all of the official parties before the required deadlines. A Broward County lawyer will be able to assist you with all of these responsibilities and make the process of buying, selling, or starting your business a much easier task. An experienced business lawyer can also help you decide which business management structure will be most financially successful for your business and can help you in contract negotiations to be sure your best interests are met.