BUSINESS FORMATION

The Advocate Legal works closely with entrepreneurs to form and establish the framework for new businesses and those wishing to purchase existing businesses. There are two components every entrepreneur must consider when setting up a new business:

1- Forming the legal entity and the framework from which it will operate under, and

2- Electing how the business will be taxed.

FORMING THE LEGAL ENTITY AND THE FRAMEWORK FROM WHICH IT OPERATES

We will listen to your business objectives and goals, and then explain the options and make a recommendation regarding the type of legal entity for your business. Every new business in Florida is required to file an Articles of Organizations at the Division of Corporations with State of Florida. The Articles of Incorporation legally establish a business in the state in which it operates. The articles are necessary to define the corporation's business activities, the name of the owners, as well as contact information for a Registered Agent.

While not required by the State of Florida, we strongly advocate each and every new business have either an Operating Agreement or Bylaws for their business. An Operating Agreement is an agreement between the members of a limited liability company that describes how the company will carry out business obligations. Similarly, Corporate Bylaws represent the agreement between the shareholders of a corporation. The importance of drafting a well-crafted Operating Agreement or Corporate Bylaws cannot be overstated. The topics generally addressed in Corporate Bylaws include:

• The structure of the organization
• The duties and responsibilities of a corporation's members
• Details about the board of directors
• Information about when and where directors' and shareholders' meetings will be held

While Limited Liability Corporation’s Operating Agreements typically contain information about:

• Members' percentages of ownership
• Members' rights and responsibilities
• Members' voting powers
• Allocation of profits and losses
• Management details
• Fiduciary duties of members and managers

ELECTION OF HOW BUSINESS IS TO BE TAXED

All new businesses are subject to being taxed under the United States tax code. Business owners have options regarding how their businesses will be taxed by the Internal Revenue Service. We work closely with client’s CPA’s and Financial Planners to assist with tax election decisions.

We advise and represent clients regarding the following issues:

• Limited Liability Companies
• Partnerships
• C Corporations
• S Corporations
• Articles of Incorporation
• Bylaws
• Partnership Agreements
• Fiduciary Responsibility
• Intellectual Property:  Trademark & Copyright
• Non Disclosure and Non Compete Agreements
• Buy/Sell Agreements

CONTRACT DISPUTES

Sometimes even the most detailed contract can have some level of ambiguity regarding the terms, and other times a party may just breach a clearly defined term of the contract. In either case, when a dispute arises regarding an alleged breach of the terms of contract, we are experienced in in negotiating, mediating, arbitrating, collaborating, or litigating the matter to resolution.

Possible Remedies for Breach of Contract Cases:

• Compensatory Damages: intended to “make the plaintiff whole.” Monetary relief awarded by a court to indemnify a person for the particular loss or detriment suffered as a result of the breach of contract.
• Liquidated Damages: Some contracts contain a provision in which the parties designate the amount of damages awarded in case of a breach.
• Attorney Fees & Costs: these may be recoverable if specified in your contract or by statute in particular cases.
• Specific Performance: the breaching party is required to fulfill his/her obligations under the contract.
• Treble Damages:  In certain cases involving an allegation of theft a person may be entitled to recover triple the amount of the theft.

BUSINESS SEPARATION

Every business owner will at some point become divested of their business interest, either upon death of the owner or by way of the owner selling his/her ownership interest. It is important to consider these issues at the time of formation of the business and allow our firm to assist you in clearly expressing your intentions within the corporate documents.

Should an owner wish separate from the business by selling his/her interest in the business, we will assist the owner in determining which method to use to establish a fair and reasonable business valuation, and then proceed with drafting all required documents for the transfer of business interest.