Business & Corporate Law

The #MeToo era initially addressed the issue of sexual harassment in politics and the entertainment industry. However, the movement has since shifted to the workplace. Claims of workplace harassment have…

Recently I have become aware of two Florida Professional Corporations (“P.A.”) that have, as shareholders, professionals with different licenses. One was in a transactional setting and one was in a litigation setting. “Is that possible?” is the question that arose.

It appears that corporate and limited liability company defendants have an advantage over plaintiffs if they are willing to avoid the resident agent statutory requirements or circumvent the requirements by using multiple layers of entity resident agents that have no entity officers or employees present at the resident office.

During marital divorces and business divorces, people occasionally rush to change the information on the Secretary of State’s Sun Biz website without first determining whether they have the authority to do so.

Sometimes, the portions of the corporate/LLC records that grant the authority to replace officers, directors, managers, or persons with authority are not reviewed for many years preceding the dispute, even though circumstances have changed since the initial granting of the authority or elections to office. While most business owners are busy running their business, trying to make a profit, dealing with the day-to-day business activities, and other various problems, there is very little time left to review corporate/LLC records. It is easy to just file the annual report without reviewing what authority one has to make the entries that appear in the report.

Sometimes it is difficult to decide whether to select a Member-managed or a Manager-managed LLC or to answer a client’s questions on why to select one over the other.  For a multi-member LLC, one reason to consider is the difference in the rules that apply to a request of a member to inspect books and records of the LLC.

When a lawyer, judge, law or rule requires the counting of a period of time, it may not be done the same way that you would count the time period. For example, are either of the first and last day of the period included or excluded? Are you counting forward or backward?

Are you a business owner in Saint Petersburg, Florida? Have you incorporated your business for the purpose protecting yourself from personal liability? As a lawyer practicing Business Law in Pinellas County, I have found that many business owners mistakenly believe that by incorporating their business they are automatically shielded from personal liability. Far too often, business owners choose to prepare their own organizational documents or they use an online service in an effort to reduce the expenses associated with forming their business entity. While this decision may save these business owners a few dollars on the front end, the future implications can be disastrous. Under Florida Law, there are specific formalities that must be satisfied to ensure adequate protection from personal liability.