The Ramsaran Law Group provides services in commercial and business litigation matters across the state of Florida. Our law group is devoted to supplying cost effective litigation services to our clients. Beginning with the initial consultation, our attorney will form a strategic plan in accomplishing our client's goals within the litigation process.
Most small businesses choose to perform within an established business entity in place of a sole proprietorship or partnership. Benefits to performing business functions via an entity encompass minimizing personal liability, flow through taxation, slight degree of anonymity, larger asset protection, and business credibility.
Selecting the right entity in which to conduct a business in compliance with the requirements of the owners and business is essential to obtaining full liability protections, tax advantages and business efficiencies. It is also critical that training manuals are tailored to ensure that full benefits are also achieved. Some common business entities used in Florida are mentioned below:
Limited Liability Company
Series Limited Liability Company
Family Limited Partnership
Non Compete Agreements
The use of these restrictive non-compete agreements are used by businesses in a wide variety of organizational hierarchies. Where non-compete employment contracts were once used only in top management roles for large businesses, these agreements are now widely found in small businesses for roles such as engineers, sales managers, surgical assistants, and many more.
Our law group represents both individual employees and non-compete companies. Often, workers are faced with the signing of an employment contract with non-compete language prior to taking up a position or accepting a severance package. It is also important for employers operating in today's competitive world to prevent workers from working for a competitor or developing a competing company. Florida has specific laws as to what is defined as a legal non-competition agreement. Items traditionally required for non-compete to be valid in Florida include:
Reciprocity or Mutual Consideration
Necessity of Employer
Most entities with multiple owners will desire to have an agreement put in place that memorializes the structure and operations of the business. The most common agreements include shareholder agreements (for corporations), member agreements (for limited liability companies) and partnership agreements.
It is critical that ownership agreements be drafted comprehensively and clearly so that no ambiguities arise during business operations or in the event of disputes between owners. It is important that the agreements comply with Florida Business Organizations Code and the agreements stand up in court if tested. Items typically addressed in ownership agreements include:
Structure of corporation, partnership or LLC
Shareholder, partner or member Involvement
Elimination of undesirable owners
Buy outs and dissolution
Change of Control
Minority Owner rights
Buying or Selling a Business
The selling or acquisition of a Florida company typically includes a buy-sale contract, a due-diligence period, and a closing date. Although the essence of the deal is regulated by the purchase-sale agreement, other documents used in the sale can include real property deeds, the personal property bill, the seller's non-compete agreement, and other UCC (Uniform Commercial Code) forms.
Purchase of Assets or Entity
One of the most critical decisions to make a purchase / sale transaction is whether the assets themselves or the whole company are being moved. Buyers typically tend to buy only the properties of the company as opposed to the entity itself. Purchase of assets on its own minimizes the possibility of acquiring hidden liabilities associated with the company.
Due Diligence Period
One of the most important aspects of the sale of a business is the time when the investor has the ability to examine and evaluate the operations, documents and procedures of the company being purchased. Popular steps in the due diligence process include:
Shareholder, partner or member Involvement
Financial and Accounting Audits
Tax Return Audits
Customer and Vendor List Inspection
Applicable Licensing and Regulatory Checks
Both purchase and selling agreements shall contain the date on which all contracts are signed and on which the purchaser gives consideration to the transaction. In the case of a deal involving the selling of real property, the closing will normally take place at the office of the title business. If the closure of a business does not require any real property, it is also more effective for the closing to take place at the premises of the lawyer's office.
Limited Liability Company Formation
The Florida Limited Liability Company is currently the largest entity formed by small businesses. The benefits of performing business functions through the LLC include reducing personal liability, tax flow, some degree of privacy, greater security of properties, and business reputation.
Creating an LLC through a business attorney in compliance with the particulars of owners and businesses is essential to achieving full liability protections, tax advantages and business efficiencies. It is also critical that training manuals are complete and personalized to achieve full benefits. Some of the advantages of using a lawyer to form an LLC include:
Advice on Maximizing Asset Protection
Attorney Service as Organizer
Customized Company Agreement
Advice on Transferring Assets to LLC
Advice on Structuring Accounts and Finances
Follow Up Consultation After LLC Formation
Business Interruption Claims
Business interruption insurance is intended for a variety of reasons. It agrees to compensate the insured for the income lost during the time of disruption stemming from the disaster. Extended business interruption compensation accounts for revenue lost after the property has been restored but before the revenue returns to the pre-loss point. Contingent business interruption provides the insured with coverage for loss to the property of suppliers or consumers of its products or services.
The latter two options for interruption of business are variations of the standard business interruption insurance policy. Overall, business interruption insurance is designed to allow a company to return to normal post-catastrophe activity as though the catastrophe had never happened. Business interruption insurance can not be obtained as a stand-alone policy, but as an alternative to the property insurance policy.
Standard time requirements on a policy of interruption of a business are specified as the starting date of the harm, through repair, and the recovery of the loss.
A number of supporting documents are required when filing a business interruption lawsuit. Other records contain business expense reports, business income reports, company history information, number of employees, and more.
The basic business interruption claim formula is:
Net Income + Continuing Expenses + Extra/Additional Expenses = Business Interruption Loss
There are several items that need to be checked when treating a business interruption claim. Utility charges, payroll, taxes and extra ads are some of the variables that can be ignored.
It is crucial to have a detailed inspection.
Although a policy of interruption of business may sound confusing and alien, it may be the difference between life and death for your company. This insurance is protecting your livelihood, thus absolutely recommended.