is it legal to dock pay for mistakes

It can be very frustrating when your employee makes a costly mistake. You may be wondering, is it legal to dock pay for mistakes? This is an important question to ask before taking any action. Each state is different and there are several things to take into consideration in Florida.  Is It Legal to Dock Pay for Mistakes in Florida? The State of Florida does not have specific laws pertaining to deductions to employee pay to compensate for mistakes made on the job. Some states require that the employee provide written consent to the deduction. Without a law prohibiting docking pay for mistakes, a Florida employer can withhold or reduce wages for mistakes or loss of equipment. Some common examples include: Damage or loss of the employer’s property; Cash shortages; Returned checks; and Uniforms or tools. Under the Fair Labor Standards Act (FLSA), as long as the employee’s wage does not drop below the minimum wage, these deductions may be permissible, depending on the type of employee.  Exempt vs Non-Exempt Employees Non-exempt employees are hourly employees, which means they are entitled to overtime pay when work exceeds 40 hours per week. Exempt employees do not receive overtime and are generally salaried employees.  Non-Exempt Employee Wage Reduction for Mistakes The FLSA does not prohibit the reduction of the hourly wage for non-exempt workers as a disciplinary measure. However, this reduction cannot drop the employee’s wage below minimum wage. If the employee has an employment agreement or union contract that asserts contrary terms regarding wage deduction protocol, that should be followed, providing it is not illegal.  Exempt Employee Wage Reduction for Mistakes Salary deduction for exempt employee mistakes is permissible by the FLSA under certain circumstances including:  The violation of safety rules of major significance; and Disciplinary suspensions of one or more full days imposed for infractions of workplace rules of conduct. Deductions for damage to property, equipment reimbursement, accounting errors and the like are not permissible. They would defeat exemption status because it would reduce the guaranteed salary.  Other non-disciplinary reasons for exempt employee wage deductions may include: When an employee takes personal leave for more than a day; To offset compensation the employee received from jury duty, witness fee, or military pay when not working; Family and Medical Leave Act unpaid leave; and During the first or last week of employment when the employee doesn’t work the full week.  As an employer, it is important to understand when you can dock pay for mistakes and for employees who are not working for certain reasons.  Employee Misappropriation of Funds There are some exceptions to the minimum wage rule. One situation is if the employee misappropriates the employer’s funds, uses them, and does not return them. This may be considered theft, but in some circumstances, it may also be accidental or negligent. Regardless of the situation, the employee was essentially paid these funds regardless if they were used.  If the employee did commit theft, depending on the sum of the funds or property, the employer may want to consider pursuing legal action.  Employer Penalties for Improperly Docking Pay Penalties differ depending on if the employee is exempt or non-exempt. If an employer reduces the paycheck of an exempt employee, the employee is being treated as if he or she is a non-exempt employee. Because of the deduction, the law may interpret the exempt employee as non-exempt, which means they are entitled to overtime pay.  A court would take into consideration the number of improper deductions and how far apart they were. The location and number of managers overseeing the employee will be considered along with the clarity of company policy on deductions.  Talk to Florida Employment Law Attorney to Reduce Legal Risk As an employer, you already have plenty of work to do without worrying about the legal ramifications of disciplining your employees. Employment law can quickly become confusing and it is important to have an experienced business law attorney who can answer your questions and help you determine what is best for your business.  The experienced attorneys, paralegals, and administrative professionals at Brewer Long understand your frustration and strive to provide a client-focused experience where you are able to receive all the answers you need to remain compliant and in line with industry standards. Our legal team does much more than litigate. We are here to support your legal business needs through consultations and guidance as we navigate the legal system on your behalf. Contact Brewer Long to schedule a consultation with one of our attorneys. This blog post is provided on an “as is” and “as available” basis as of the date of publication. We disclaim any duty to update or correct any information contained in this blog post, including errors, even if we are notified about them. To the fullest extent permitted by law, we disclaim all representations or warranties of any kind, express or implied with respect to the information contained in this blog post, including, but not limited to, warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, and timeliness. We will not be liable for damages of any kind arising from or in connection with your use of or reliance on this blog post, including, but not limited to, direct, indirect, incidental, consequential, and punitive damages. You agree to use this blog post at your own risk. Regarding your particular circumstances, we recommend that you consult your own legal counsel–hopefully BrewerLong.

how to file a lien against a business

When businesses fail to live up to their financial obligations, those who do business with them can get hurt. Whether you are a vendor supplying the business with materials on credit, or a commercial real estate owner leasing the building within which said business operates, Florida law provides you recourse to get your money back—or at least get some of it back. The following discussion explains how to file a lien against a business. What Is a Lien Against a Business? When efforts to collect a bill from a business that owes you money have been unsuccessful, you can place a lien on the assets of the business. A lien on a business is a legal right of a creditor (someone the business owes money to) to obtain title and possession of a business’s assets. Said assets are then used as collateral to satisfy the debt. Types of business assets subject to a lien may include real estate owned by the business, bank accounts, inventory, and equipment. As a lienholder, once you gain title and possession of the debtor company’s property, you have the authority to sell said property. You would then use the proceeds of the sale to offset or satisfy the amount of the debt owed to you. However, before obtaining a lien on a business, you must seek a judgment against the business in court. Gather Documents to Prove the Debt As a threshold matter, you will need information about the debtor including its name and address of doing business. To obtain a court order, you must first prove that the business owes you money and that the business has failed to pay you. For example, if you are a food caterer and performed services as a contractor at the business’s office Christmas party, you would want to evidence the bill for the costs and labor, as well as the receipts for any materials or ingredients used. Similarly, if you have performed professional services for the business, your hourly billing statement should suffice as evidence of the unpaid debt.  File Your Claim in Court  Before you can place a lien on business property, you must first have a court order—a judgment directing the debtor to pay you what is owed. To obtain a judgment you first need to file a complaint and pay any necessary filing fees. Include all documentation described above to prove the amount and validity of the debt.   After filing a claim with the court and submitting proof of the amounts owed to you, the business will typically file an answer with the court and serve you a copy. At this stage, the business will have an opportunity to argue the invalidity of the debt or prove that said debt has in fact been paid. Documentation may include credit card statements or canceled checks. If the debtor business fails to demonstrate to the court that the debt is invalid or previously paid, the court will award you a judgment against the business to the full extent of the debt.   Enforcing the Judgment  Once the court awards you a judgment against a business, you must next file the written order with the county clerk’s office so that the public is put on notice that you hold a lien against the business and its property. If the business has other creditors, your priority is generally determined by who filed first. This process is sometimes referred to as attachment. Here, you will identify the business’s assets that will serve to satisfy the lien. Assets typically include real property, equipment, accounts receivable, and inventory. Once the business’s assets have been “attached” to your court order, the business debtor will be prohibited from selling or transferring said items of property.  Note that in some instances, the notice requirement varies by type of asset. For example, if the debtor business owns any real property, you will want to file a notice in the clerk’s office of the Florida county in which said business is located. For automobiles, you will want to file with the department of motor vehicles in whatever state the debtor business’s vehicles are registered. If you seek accounts receivable, you will want to send a copy of the written order to the debtor business’s financial institutions.   Selling the Assets Once the lien is in place, and the debtor business’s assets are attached, you can then exercise your legal right to seize and sell said assets. Because public policy seeks to discourage self-help, it is often the case that seizure and sale are done through the sheriff’s office via a public auction. Here, the proceeds are applied to the outstanding debt. if the debt is not fully satisfied, your lien against the business can be placed against other assets. Contact an Experienced Florida Creditors’ Rights Attorney Business clients frequently ask us how to file a lien against a business that owes them money. Because the answer varies with the facts of your case, it is advisable to speak to an attorney in your jurisdiction. For more than a decade, BrewerLong has advised creditors on a wide range of issues pertaining to business asset liens. We provide custom solutions based on your specific circumstances. Contact us today to schedule a consultation. This blog post is provided on an “as is” and “as available” basis as of the date of publication. We disclaim any duty to update or correct any information contained in this blog post, including errors, even if we are notified about them. To the fullest extent permitted by law, we disclaim all representations or warranties of any kind, express or implied with respect to the information contained in this blog post, including, but not limited to, warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, and timeliness. We will not be liable for damages of any kind arising from or in connection with your use of or reliance on this blog post, including, but not limited to, direct, indirect, incidental, consequential, and punitive damages….

multiple businesses under one llc

Business clients frequently ask if they can structure multiple businesses under one LLC. Generally, yes. However, how you should structure multiple businesses depends on the circumstances and goals you have for your business.  Are you a young entrepreneur looking to launch your next venture as a different brand? Are you in the real estate rental business looking to minimize your liability exposure? Perhaps you own a law firm and are looking to open a café down the street? In general, business owners looking to operate multiple businesses at once in Florida have three options for structuring their affairs. Let’s walk through the pros and cons for each.  According to Business Attorney Trevor Brewer, “The decision whether to combine business lines under a single company or maintain separate companies for each of them largely comes down to two factors: (1) the similarity of the business lines, in terms of opportunity and risk, and (2) the increased costs and risks associated with managing multiple companies.” Set Up Several DBAs Under a Single LLC It is common for a business to advertise and operate under different names from its legal one. DBA stands for “doing business as.” In Florida, a DBA is also referred to as a fictitious name. A DBA allows you to operate multiple businesses under a different name than your own name (in the case of a sole proprietorship) or the registered name of your business. For example, if you operate a retail business called “Brick-and-Mortar Retail Clothing, LLC” and subsequently decide to expand the business online, A DBA will allow you to use a more marketable name such as “RetailClothing.com.”   How Many DBAs Can an LLC Have? Business clients frequently ask whether they can have multiple DBAs under one LLC. In Florida, owners of an LLC can apply for an unlimited number of DBAs. A business can use a DBA to advertise and transact business. Florida law requires you to register your DBA names so that the public is aware of who is operating the business. LLC owners must pay to register each separate DBA they wish to use. Note that a DBA can be registered at any time. You can apply for a DBA when you first register your new business. Or you can apply for a DBA later if you decide to make changes to your business later down the road.  Can I Use the DBA to Sign Contracts? This is generally not a good idea. It is important to use your registered LLC name, and not a DBA when signing contracts or other legal documents. Customers should know that they are dealing with a limited liability company. This would include service contracts, contractors, suppliers, and vendors. However, this doesn’t mean you must include “LLC” in every communication. For example, you might not want to include “LLC” on logos or website marketing materials (However, you might disclose in the website’s terms and conditions). What Are the Benefits of Running a Business with DBAs? This arrangement is great for those looking to expand their business into a second brand but stays under one entity. After registering your DBA, you don’t receive any additional legal rights protections per see. However, proper registration with the Florida Secretary of State serves to give notice to anyone else seeking to do business under the same DBA. An additional advantage of using DBAs is that it keeps administrative costs down. You don’t have to keep separate bank accounts, accounting, or operating agreements for each business.  What Are the Drawbacks of Running a Business with DBAs? A DBA by itself does not create a separate business or legal entity. It is all part of the one LLC. This means that if you operate multiple lines of businesses under a single LLC, they all share liability. In other words, if one brand gets sued, it’s the LLC getting sued, not just that one DBA. A DBA is not going to separate and shield the LLC from the debts and obligations of the other lines of business.   Set Up a Holding Company  Another way to structure multiple businesses under one LLC is to set up a holding company. Under this option, you would create separate LLCs for each new business venture and “hold” them under your primary LLC. This arrangement is also referred to as an umbrella company or parent company. Typically, the role of the primary LLC is to simply own the new businesses, while management takes place at the subsidiary level.   What Are the Benefits of Organizing My Multiple Businesses Under a Holding Company? A holding company has two primary benefits. These are liability protection and tax benefits. With respect to the former, one example may be the owning and renting of real estate to college students. Generally, if the owner owned more than one rental property, they would form separate LLCs for each of the rental properties. This protects the parent company and each rental property from the liabilities of the other. For example, if the college kids had a party and someone got hurt and successfully sued the owner, the parent business and all the other subsidiary properties would be protected from collections. As long as you abide by your state’s LLC laws, your liability is limited to what’s in that LLC.   A nice thing about an LLC is that you don’t have to file a separate tax return for each subsidiary LLC. This is because the income earned from each subsidiary flows to the parent company.    What Are the Drawbacks for Organizing My Multiple Businesses Under a Holding Company? A holding company can be expensive to manage. It can also cost you a lot of money to keep up multiple LLCs. Note, that for Florida LCCs, the initial filing fee is approximately $100 with annual report filings at $138.75 per year. In addition, owners typically hire registered agents for each separate LLC. A registered agent is one who receives service of process on behalf of your LLC. In Florida, a registered…

work separation agreement

As a business owner and employer, you’ve undoubtedly had situations where you’ve had to terminate someone’s employment. Ending a relationship with an employee is never easy. Ensuring that the end of a job is as friendly as the start is important for business owners and employees alike. The best way to do that is to use separation and release agreements. These agreements help protect you during an employee’s departure from your company, whatever the reasons.  “Employers are sometimes surprised when their former employees sue them, even if they never made a complaint during the employment. A practice of using well-drafted employment separation agreements, supported by consideration, can limit those post-termination lawsuits.” Florida’s Employer’s Attorney, Kristi Benson What Is an Employment Separation Agreement? Whether an employee is leaving your company voluntarily or you are terminating their employment, documenting the terms on which they are leaving benefits you both. In a job termination situation, you want to be especially diligent about documenting everything. An employment separation agreement represents the complete, written understanding of terms between you and your soon-to-be-ex employee.  Unlike tax forms or other items an employer needs to provide to an employee, an employment termination agreement is not a legally required document. Most states have few rules about the process of terminating an individual employee. This is why it is very important for your business to be proactive about knowing how to handle employee separations. Having experienced employment law counsel can be essential to handling employee separations smoothly. Our team at BrewerLong has extensive experience in all aspects of helping Florida business owners with employment law issues. We’d love to get to know you and help you too. At-Will Employment Most employment in the U.S. is “at-will.” This means that an employer can terminate someone’s employment at any time, for almost any reason. An employer typically does not have to provide notice to an employee of the termination. Employers do not have to tell employees why they are being terminated. However, an employer cannot fire someone for a discriminatory reason or as an act of retaliation for the employee exercising their legal rights (See Florida Laws on Firing Employees). Discriminatory actions may create serious liabilities for your business. That said, once you terminate someone’s employment, you will want to confirm in writing that the employee understands their employment is over.  Waiver of Claims One of the most important reasons to get an employment separation agreement is to obtain a waiver of claims. A well-drafted waiver usually prevents a terminated employee from suing your business for claims related to their employment. However, a waiver is part of a contract between you and your former employee—that means consideration is required. Typically consideration comes in the form of a payment, a severance package, or some other type of benefit.  What Should an Employment Termination Agreement Include? Any employment termination agreement you enter into with a former employee should include terms that are relevant to your business. The agreement should also incorporate terms relevant to the employment situation. An experienced employment lawyer can help you navigate employee terminations. They can also provide important drafting expertise when crafting employee separation agreements. The team at BrewerLong business law attorneys has more than a decade of experience in crafting employment separation agreements for employers.  Termination of Employment Details When drafting an employment separation agreement, identify the former employee’s job title and date the employment ended. Depending on what you agree between your business and the employee, you may want to state a reason for departure. Sometimes, in a separation agreement, the parties decide to mutually agree that the employee should leave. An experienced employment lawyer can help you understand how best to identify your terminated employee’s departure details. Severance Package Because one of the key reasons to seek a separation agreement is to get a waiver of claims, severance packages are important considerations for any employer considering a job termination. Employees who are fired, laid off, or otherwise terminated are usually the only ones who get severance. Sometimes, money is offered as an incentive to sign a waiver of claims. Often, senior executives may be entitled to severance under an employment agreement. Make sure to check all employee documents and agreements before drafting employee separation documents. A business-savvy employment lawyer will be your best ally in protecting your business from employment law liability. Benefit Plans Often, employees are offered access to employer benefit plans as a post-termination benefit. Sometimes they are entitled to this as part of the plan’s terms or part of an employment agreement. In any event, make sure to use a separation agreement to document what post-employment benefits a terminated employee will receive.  Non-Financial Clauses Not all parts of employee separation agreements relate to money. One important aspect of entering into an agreement with a soon-to-be-former employee is confidentiality. Reputational damage done to your business by a former employee who disparages your products or your services can cost you more money than a separation agreement ever would. Some clauses to consider include: A waiver of the employee’s right to sue the company for discrimination; A confidentiality clause ensuring that any information about the company that the employee may have gained during their tenure is kept private; A non-solicitation clause preventing the former employee from hiring other employees or taking away your clients; A non-compete clause preventing the former employee from competing with your business for a certain period of time within a certain geography; A non-disparagement clause confirming what each party can say about the other; A non-disclosure clause ensuring that the former employee will not disclose the existence of the agreement; and Other non-financial clauses that may be applicable to the particular employment situation. Remember that separation agreements are meant to protect you in more ways than one. Identify your biggest risks when considering which clauses to add. Be specific and thoughtful in your drafting. Special Requirements When Terminating Older Employees When terminating an employee that aged 40 or older, some additional steps…

breach of contract affirmative defenses

If your business has been sued for breach of contract, it is important to know how to defend yourself. You want to be prepared to raise as many legal defenses as possible. Often, it’s not enough to deny the claims against you. You will also have to raise “affirmative defenses.” These defenses justify steps taken in making and/or breaking a contract. Raise all defenses to a breach of contract claim as early as possible. Doing this in a lawsuit is an extremely important part of defending yourself. Raising all defenses early also ensures you won’t be prevented from doing so later.  At BrewerLong, our business law attorneys can help you understand how to defend your business against a breach of contract claim. We’ve prepared this guide to help you understand breach of contract defenses, including affirmative defenses that can help keep your business safe. “Both parties to a contract have obligations and duties. One party’s breach of contract may be entirely justified by the other party’s failure to perform its obligations. If you haven’t performed, you may not be able to enforce the contract.” Business Attorney, Michael Long What is a Breach of Contract Case? When someone brings a claim against you, they must be able to show all the basic elements of a breach of contract claim under Florida law. In Florida, those elements are:  A valid contract between the parties; A material breach of that contract; and Damages. Our team at BrewerLong can help assess whether these elements have been met. An experienced business lawyer can help you understand whether a claim against your business has any chance of success.  Is the Contract Valid? When preparing to defend yourself, confirm whether you have a valid contract with the other party. The other side will be required to prove the contract was valid, so be sure you understand what you signed. Florida requires the following elements for a valid contract: One party made an offer; One party accepted; Both parties gave consideration; The terms of the contract were reasonably certain (and in writing if required); Both parties had the capacity to enter into the contract; and The contract was legal. If your lawyer determines that there was no valid contract in place, this will be helpful as you defend your business. However, most cases require a detailed assessment of the facts and circumstances that went into the formation of the contract. This is why it is important to look at each element of a breach of contract case to know what all your defenses might be. Has There Been a Material Breach? Assuming you have a valid contract, a claimant must show that a contract was materially breached. The Florida courts interpret material breach to mean that one party to the contract has violated the terms of the contract very severely. In that case, the other party no longer has to uphold their end of the bargain.   It is the responsibility of the claimant to show that you didn’t fulfil your end of the contract. If someone claims you’ve breached a contract, they’ll have to show that you didn’t perform a service or deliver goods. They might have to show that you failed to pay them when they performed a service for your company. It’s a very strong defense if a claimant can’t show that the contract was materially breached. Has the Claimant Suffered Damages? Someone filing a breach of contract claim against your business must also show they suffered damages. This means that they must show they were harmed when the contract wasn’t performed. It’s the responsibility of the claimant to show that they suffered losses. For example, they might have to show the court that they had to seek a higher-priced vendor to fulfill the broken contract and therefore lost the benefit of the bargain they would have received if you had fulfilled your contract obligations. If the claimant cannot show that they suffered damages, this will also help your defense. The team at BrewerLong can help you understand the intricacies of contract claims against your business. We have successfully served the Florida business community for over a decade. Elements of Successful Affirmative Defenses If someone is able to make out a claim against your business for breach of contract, it is extremely important to raise all defenses as quickly as possible, including affirmative defenses. Defining Affirmative Defense to Breach of Contract An affirmative defense presents an alternative set of facts to a claimant’s claim against your business. If these facts are credible, they negate your potential liability. Most defenses to breach of contract claims are affirmative defenses.  What are Some Affirmative Breach of Contract Defenses? Defenses to a breach of contract claim can include any of the following: Repudiation, meaning the claimant indicated by words or actions that they were not going to perform their end of the bargain; Revocation, meaning the other person revoked the contract before it could be performed; Duress, meaning someone threatened you into making the contract; Illegality, meaning the contract is illegal in the place where it’s made, or it violates the laws of another state or country; Lack of consideration, meaning your contract fails to impose a duty on both parties to the contract; Lack of capacity, meaning the person from your business who made or signed the contract lacked the capacity to make/sign the contract; and Unconscionability, meaning that enforcing the contract is grossly unfair because the bargaining power between the parties was severely unbalanced. This is a non-exhaustive list. There are many more potential affirmative defenses that BrewerLong business law attorneys can help you explore. Our experienced team has deep knowledge of contract law defense. Trevor Brewer, Mike Long, and their team have dedicated their careers to helping business owners like you keep their businesses safe. Other Breach of Contract Defense Considerations While traditionally considered an affirmative defense to breach of contract, it’s important to note that you have the right to “argue in the alternative.” This means…

corporate maintenance

You have formed your Florida corporation and you are starting to get business growth underway. The administrative work does not end when all of the initial paperwork has been submitted and bylaws drafted.  “The officers, directors, and shareholders of a corporation are not required to know everything about corporations law, but they are expected to take steps necessary to maintain the corporation’s legal existence and good standing.” Business Attorney, Trevor Brewer What Is Corporate Maintenance? Corporate maintenance is the act of ensuring that a corporation hosts all necessary meetings, submits the proper notices, annual reports, and more to stay compliant with state regulations. There are consequences for not keeping up with the responsibilities of a Florida corporation.  Why Is Corporate Maintenance Important? Having to submit additional paperwork and hold ongoing meetings may seem trivial to your business, but it is important. Officers, directors, and shareholders may face a greater Shareholders incur a significant risk of liability when corporate maintenance is not upheld.  Though corporate maintenance is mandatory, that is not the only reason to hold shareholder meetings and record all pertinent information. For instance, Sshareholder meetings are an ideal time to discuss the business and make changes. Any changes to shareholders, dividends, finances, or anything else that a shareholder may want to revisit should be documented.  There are multiple issues that could arise if you fail to remain compliant with corporate responsibilities.  Issues with the Internal Revenue Service (IRS) As an example, corporate maintenance is important for confirming to the IRS that the corporation is a legitimate business entity, separate from its shareholders.  When the IRS performs an audit, they are looking for indications that the corporation is a real company. Indicators include corporate records, minutes of meetings, and compliance with state regulations. Without these documents, the IRS can legally find that the company does not count as a corporation. If so, there can be significant tax ramifications. One of the biggest tax changes can be that shareholders can now be held personally liable for taxes owed by the company. Instead of capital gains tax, shareholders may have to pay much higher personal income tax rates. The IRS also has the power to garnish accounts, seize assets, and place tax liens on items like homes and cars.  Dissolution of the Corporation There are a lot of benefits to incorporation. The state of Florida determines how a corporation formed in the state will act. There are a number of requirements to becoming a corporation and maintaining status as a corporation. The state has the right to administratively dissolve a corporation that fails to file its Annual Reportrevoke a corporate charter for lack of compliance. If the corporation is administratively dissolved state revokes your charter, it will lack good standing to continue the operation of its business it will be as if the corporation never existed and all shareholders become individually liable for business debts. Buyer and Merger Concerns Any serious buyer or potential merger will want to see all of your corporate records to understand the details of the business and make sure everything adds up.  If you are unable to produce records of annual reports, meeting minutes, shareholder correspondence, and other documents, it does not look good for your business. Anyone who considers purchasing your debts and assets will want to have a clear understanding of your business and what they are getting into. Lack of corporate maintenance may give the buyer bargaining power to offer a lower price or decline purchasing your business altogether.  Piercing the Corporate Veil Much like what can happen with the IRS, failure to meet all corporate requirements could cause a court to decide that you are not an actual corporation. If a judge comes to the conclusion that you may be trying to hide assets from creditors using the corporation, they can allow piercing of the corporate veil. This means that shareholders no longer have the legal protections that kept them from being sued individually for actions of the corporation.  How to Stay in Good Standing A corporation that complies with all government requirements for corporate maintenance is in “good standing.” A certificate of good standing can be obtained from the state. This document serves as legal proof that your corporation is properly registered in Florida and authorized to conduct business. To remain in good standing, a corporation must continue to provide ongoing documentation according to Florida law. Some of the things required to stay in good standing include: Annual reports;  Regular shareholder meetings;  Minutes of all meetings;  Notices of change to shareholders, registered agent, name, or official address; Financial statements; and Any amendments to the bylaws.  The most difficult aspect of corporate maintenance is often remembering everything that needs to be done. Many corporations opt to hire an attorney to be responsible for corporate maintenance and compliance. Benefits of Hiring an Attorney for Corporate Maintenance Services Your focus is on running your business. So it is very easy to lose track of the administrative work required to remain in good standing. An experienced Florida corporate attorney will understand the responsibilities of your corporation and establish a regular cadence of compliance and corporate maintenance services.  Shareholder Meetings Corporate shareholder meetings should be held at least once a year. Arranging the meeting using the proper protocol can be daunting. According to Florida Statute 607.0705(1) on corporate business meetings, notice about the meeting must be sent no more than 60 days in advance of the date, and no fewer than 10 days. The same applies to special meetings.  Recording Minutes and Storing Documents Holding a shareholder meeting is only part of the battle. To be fully compliant, the minutes of the meeting must be recorded. Minutes do not have to be submitted, but must be available upon request by shareholders or the state. Having an attorney present to record minutes and ensure that they are properly filed can prevent future complications.  Annual Reports A corporate attorney can help ensure the timely filing of mandatory documents. An…

florida wage and hour law

Florida wage and hour law refers to standards and requirements that employers must adhere to when it comes to minimum wage, overtime, and other issues related to how employees are compensated. It is important to understand Florida’s wage and hour laws to provide the best situation for your employees and remain compliant as an employer. “It is critical for employers to implement payroll policies and procedures that are compliant with federal and state wage and hour laws.” Business Attorney, Kristi Benson How Are Florida Wage and Hour Laws Regulated? The Federal Fair Labor Standards Act (FLSA) and Florida State Law provide protections for workers and guidelines for employers. The governing body depends on the law. There are three types of employees in Florida: Exempt employees,  Non-exempt employees, and  Independent contractors.  Classifications determine what kind of wage protection an employee is entitled to. Independent contractors are not considered “employees,” and therefore, they do not receive wage protections such as overtime, unless otherwise agreed in their contract with the employer. Exempt and non-exempt employees are classified by their jobs.  Generally, those who earn an hourly wage are non-exempt employees in Florida. Additionally, those who earn under $23,660 annually or $455 weekly are non-exempt. Jobs that may fall under this classification include: Inside sales workers: Non-management employees; “Blue-collar” workers; Vocational workers; and Emergency personnel such as police officers, firefighters, paramedics, and other first responders.  All non-exempt employees are entitled to minimum wage and overtime pay. Florida Overtime Laws Florida does not have its own overtime laws.  However, employers must comply with federal overtime laws found in the FLSA. Overtime is available to non-exempt employees anytime the employee works more than 40 hours in one workweek.  Overtime rate of pay is equal to or greater than one and one-half (time and a half) the employee’s regular pay rate  Minimum Wage Laws Florida’s current minimum wage is ​​$8.65 per hour. Starting in September 2021, the minimum wage will increase to $10 per hour. After this initial increase, the yearly increase will be one dollar a year through 2026. As an employer, you cannot pay employees less than minimum wage except in certain circumstances where part of an employee’s income is based on tips. When this is the case, the minimum wage requirement is $5.54 per hour and the employee must earn at least $3.02 an hour in tips.  Prevailing Wage Prevailing wage refers to the rate of pay that must be offered by contractors and vendors to their employees when conducting business with a government agency. Florida does not have a state law that governs these types of contracts. This is rarely an issue in states like Florida where the state minimum wage is higher than the national minimum wage, though the prevailing wage is not always the same as the minimum wage.  Meals and Breaks According to the Department of Labor, federal law does not require breaks, but the FLSA asserts that if breaks are less than 20 minutes long, they are considered part of the workday. Meal breaks of 30 minutes or more can be unpaid.  Some states have detailed rules regarding employee breaks and compensation, including how often breaks are required per hours worked. Some industries, such as transportation, require breaks on a certain schedule for safety reasons.  Paid Vacation Time Employers do not have to provide the benefit of vacation time to employees. Vacation time is a “perk,” not a requirement. Many private-sector employers offer paid vacation time for full-time employees. Vacation pay incentivizes employees to stay with the business and boosts morale.  Stipulations for vacation pay, such as how long you have to work for the company before receiving vacation pay, the number of days an employee can take, and how to submit a request for vacation should be understood by both the employer and employee. Employers do have the legal right to enforce a “use it or lose it” policy so that an employee cannot accrue an excess amount of vacation time. This type of policy mandates that the employee use the days by a certain date or they disappear.  Sick Leave Much like paid vacation time, sick leave is an optional perk provided by an employer. It is often in the employer’s best interest to have some sort of sick leave option for full-time employees to avoid the pressure of trying to work through an illness or having employees infect other staff members when contagious. That being said, if you are an employer who does not offer sick leave, you are still compliant with state and federal labor laws. But keep in mind that in some circumstances, an employee is federally entitled to take leave without pay to deal with a personal or family illness.   ​​Florida Holiday Pay Private-sector employers are not required to grant any holidays off with or without pay. The State of Florida officially recognizes 19 holidays, many of which are days off for those working in the public sector. Some of these holidays include: New Year’s Day, Martin Luther King Day, Presidents’ Day,  Pascua Florida Day, Independence Day,  Labor Day,  Columbus Day,  Veteran’s Day.  Thanksgiving Day, and  Christmas Day,  If you are a private-sector employer, you may not even notice that Columbus Day has come and gone, but Thanksgiving is probably more meaningful for your employees. You do not have to offer any holiday pay for these holidays, but keep staff morale in mind when making decisions about holidays.  Maternity and Paternity Leave Employers are not required to compensate employees for maternity or paternity leave. New parents who are Florida public sector employees are legally entitled to a maximum of six weeks’ leave to care for a newborn or newly adopted child. This also extends to caring for a spouse with disabilities leading up to and following childbirth. This time is unpaid unless otherwise stated in an employment agreement or employee policies. The Federal Family Medical Leave Act allows both private or public sector employees 12 weeks of unpaid leave for new parent duties….

business license florida

Do you have a great skill or a great idea, and you’re ready to start working for yourself? Starting your own business can be the answer that is financially, professionally, and personally rewarding. While coming up with a great business idea is the most important part of your new professional endeavor, you likely need a Florida business license to reap the benefits of your entrepreneurship.  “Ensuring you obtain the correct licenses for your business is key to avoiding problems in the future.” Business Attorney, Kristi Benson What Kind of Business Are You Running? Orlando, Florida, is currently one of the fastest growing large cities in the United States. This means that there is a booming population and a booming opportunity to sell your ideas, products, and services to a thriving public. You have countless options for the kind of business you can start, and your obligations for obtaining a business license in Florida depend on the kind of business you choose.  Potential Licensing Obligations Depending on the Nature of Your Business Your business might require you to have professional licensing based on your education and passage of a test, such as in cosmetology or engineering.  Your business might require licensing from the state, even if your services don’t require professional licensing. The Florida Department of Business and Professional Regulation lists 35 kinds of businesses that require licenses, and those types of businesses contain multiple subcategories with different licensing requirements.  While not exhaustive, your list of obligations to obtain a business license could include: Professional examination, Professional licensure, Proof of financial stability, Proof of insurance, Permits for product storage, Permits to sell products, Permits to operate certain work equipment, and Compliance with safety and sanitation requirements for your workspace. Before you start applying for business licenses, you should think about what kind of expertise, equipment, workspace, workforce, and inventory you need, because there might be specific licensing requirements for those different elements of your business.  Where to Find Applications for State of Florida Business Licenses The Department of Business and Professional Regulation provides a Florida business license application database covering multiple categories and subcategories of businesses.  Depending on the nature of your business, you may have to seek licensing through the Florida Department of Agriculture and Consumer Services. You can make payments for licensing through the Department of Agriculture and Consumer Services online.  You may also have to submit applications to the city and county to conduct business there. Determining how to get a business license in Florida can come with many intricate steps you do not want to take without the help of an experienced attorney.  What Type of Business Entity Do You Want to Run? After you determine what kind of business you want to run, you should know what type of entity you want your business to be. Generally, there are five types of business entities you can choose. These entities present varying levels of liability and give different options for taxation, funding, and management. The choices are: Corporation, Limited liability company (LLC), Limited partnership, General partnership, and Sole proprietorship. For many of these business entities, you must file registration paperwork with the Florida Department of Corporations and pay fees. Choosing which entity structure is best for your business can be tricky, and you should consult with a Florida business attorney to make the right choice for your needs.  Don’t Forget Your Taxes In many cases, you must have federal, state, and local tax identification numbers or accounts to run a business in Florida. Federal Taxes A federal tax identification number is also called an employer identification number (EIN), and it is necessary if your business: Pays employees; Operates as a corporation of partnership; Files tax returns for employment; Files tax returns for excise; Files tax returns for alcohol, Files tax returns for tobacco, Files tax returns for firearms; Withholds taxes on non-wage income paid to a non-resident alien; Uses a Keogh Plan (i.e. tax-deferred pension plan); or  Works with certain types of organizations.  You apply for your EIN through the IRS. State Taxes To pay state taxes associated with your business, you apply for an account with the Florida Department of Revenue. If your business is a non-profit organization, you may qualify for exemption from certain sales and use taxes.  Local Taxes You may also have to pay taxes to your city and/or county to conduct business within their jurisdictions. For example, the city of Orlando requires you to pay tax before you can operate a business within its limits. You prove your payment of Orlando’s required tax with a business tax receipt. You can apply for an Orlando business tax receipt on the City of Orlando’s website. You must pay your Orlando business tax on or before October 1 of each year.  To conduct business in Orlando, you must also have a business tax receipt for Orange County. You can contact the Orange County Tax Collector’s Office for an Orange County business tax receipt. If you conduct business outside of Orlando, check your city and county websites to determine their business requirements.  How Much Is a Business License in Florida?  Just like license requirements, the cost of a business license in Florida depends on the nature of your business and the type of business entity you choose.  What Are the Business License Fees? In some situations, fees for just your Florida business license can cost around $100, but in other situations, you may have to pay more than $1,000 annually. You should also take into account any professional classes and/or professional licensure examinations you may have to take before you can conduct business in your field. What Are the Business Registration Fees? You may also have to pay to register your business entity with the Department of Corporations. Some business registration fees include: LLC: $125 total, For-profit corporation: $70 total, Non-profit corporation: $70 total, Limited partnership: $1,000 total, and Fictitious name registration: $90 total.  You can also receive optional certificates with your registration, but they cost…

agricultural exemption florida

If you are in agriculture, the Florida Greenbelt Law gives you a tax break on your agricultural property. This incentive helps to grow your business and give back to the state’s thriving agricultural economy. If you take advantage of the agricultural exemption, Florida law can put money back in your pocket to develop your business and support your household. “This is a great tax break for agribusinesses in Florida. Be sure to check your local property appraiser’s website to see what documents they may require, as it varies across counties. The more documents you have to showcase your agricultural purpose, the better. Inform your local property appraiser of any change in use and just remember that this tax break doesn’t automatically entitle you to any other agriculture benefits at the state or federal level.” Agribusiness Attorney, Kara Groves What Is the Agricultural Exemption in Florida? The tax exemption agricultural property owners in Florida can enjoy changes the way property appraisers value an owner’s property. An agricultural classification when appraising property can lower the amount of taxes you owe on your property by lowering your property’s assessed value. Florida provides this tax incentive to protect and develop its agricultural lands.  How Does Florida Normally Value Property to Determine Property Taxes? Florida normally assesses property value by calculating the property’s market value. Market value is also known as just value. Just valuation of property under Florida law includes many factors such as:   The present cash value of the property, or the amount a willing purchaser would pay a willing seller; The highest and best use the property could achieve; The location of the property; The size of the property; The cost of the property; The condition of the property; The income derived from the property; and The net proceeds from sale of the property. The appraiser uses the assessed value to calculate your property tax liability. In many cases, the most lucrative use of Florida property is the development of residential and commercial buildings. You should not have to pay higher taxes associated with commercial and residential building development if you seek to develop natural resources on your property.  How Does Florida Value Agricultural Property to Determine Property Taxes? The Florida agricultural tax exemption assesses the value of qualifying property by the value of the property’s use. The only factors the appraiser can use to assess the value of commercial agricultural property are: The property’s quantity and size; The property’s condition; The property’s market value as agricultural land; The income the property produces; The present productivity of the land; The commercial viability of the agricultural product; and Other applicable agricultural factors reflective of standard, present agricultural practices. Florida boasts an impressive share of the United States’ agricultural economy, and you have many options for making your land eligible for an agricultural tax exemption.  How to Get an Agricultural Exemption in Florida To get an agricultural tax exemption in Florida, your land must qualify under the applicable statute, and you must submit paperwork by the appropriate deadlines. Who Is Eligible for a Greenbelt Law Exemption in Florida? You can receive a Greenbelt Law exemption if you primarily use your land for bona fide agricultural purposes. Bona fide agricultural purposes are good faith commercial agricultural uses of your land. Factors that determine whether you primarily use your land for bona fide agricultural purposes include: The length of time you have used the land for commercial agricultural purposes; The continuity of your commercial agricultural use; The purchase price paid for the land; The size of the land in relation to agricultural use; The efforts you have made to care sufficiently and adequately for the land according to commercial agricultural standards; and The terms and conditions of any leasing agreements covering the land. While this list of factors is a good starting point to determine your eligibility for an exemption, they are not one size fits all. These factors change depending on the kind of agriculture you perform on your land, and an experienced agribusiness attorney can determine what your unique agricultural business needs to qualify.  What Is the Procedure to Obtain an Agricultural Exemption in Florida? Florida agricultural exemption requirements include multiple applications you must complete and multiple deadlines you must follow. Your land must be eligible for exemption by January 1 of any year in which you plan to apply for exemption. Once your land is eligible, you have until March 1 to apply for an agricultural exemption. The appraiser may ask you for additional information to prove bona fide agricultural use before granting or denying your application. If you lease your property for agricultural purposes, the leaseholder can apply for exemption on your behalf if they include the lease and if the lease or an affidavit from you proves you authorized their actions.   Failure to apply by March 1 means you waive your right to an exemption for a year. If you can prove extenuating circumstances that prevented you from applying on time, you have 25 days after the appraiser mails their notice of property assessment to petition the appraiser for exemption. If an appraiser denies exemption because they claim you lack sufficient evidence, you have 25 days from the mailing of their property assessment notice to make a petition for exemption to the value adjustment board. You must pay $15 to petition the value adjustment board.  What Is the Procedure to Maintain an Agricultural Exemption in Florida? After the appraiser grants you an agricultural exemption, you must annually certify whether or not ownership and/or use of the land has changed. Your agricultural exemption renews on a yearly basis until ownership or use changes. On January 31 of each year, the appraiser sends you notice of your exemption and a reminder to send certification regarding ownership and use.  What If I Live on My Agricultural Property? If you have a residence on your commercial agricultural property, you can still qualify for the exemption. The appraiser excludes the portion of your property containing a…

shareholder agreements

Whether you are starting a business with a family member, a friend, or another business-minded professional, creating a shareholder agreement may help protect the future of your company by mapping out the process for resolving potential conflict and defining shareholder rights. Having a shareholder agreement in Florida could make a huge difference for dispute resolution as your business grows and adapts to market changes.  “Developing, discussing, and committing to a shareholders agreement is the first test of whether this group of individuals have what it takes to launch a successful business.”  Business Attorney, Trevor Brewer What Is a Shareholder Agreement? A shareholder agreement is essentially a contract between investors that outlines how a company should be operated. Some of the issues highlighted in shareholder agreements include the obligations of each shareholder, rules on transferring shares and rights, conflict of interest, methods for dispute resolution, management of the business, and company finances.  Shareholder Agreements in Florida There are two types of shareholder agreements recognized in Florida. One type controls voting rights and the other deals with operations. Voting Agreement According to Section 607.0731 of the Florida Statutes, voting agreements allow shareholders to form a written agreement determining how they will vote their shares. One common example is a predetermined dissolution of the corporation, which will require shareholders to vote for dissolution at that time.  Standard Shareholder Agreement General shareholder agreements provide predetermined guidelines for how the business will operate. Unlike corporate bylaws, this document should detail the relationship among owners and their rights and responsibilities as shareholders in the company.  Discussing Shareholder Agreements in Florida Before drafting a shareholder agreement, it is important to come to a consensus on what the shareholders agree to as far as the purpose and future of the business are concerned. Knowing the intention of each shareholder will help determine the language and provisions of your agreement in a way that is satisfactory to all parties. Here are some important questions to ask. What Is the Purpose of Your Business? This may seem like a very basic question, but it is relevant for understanding how shareholders view the business they are investing in. Does your business provide a service, a finished product, a raw material, or something totally different? What Is the Vision for Your Business as It Grows? Rarely do investors enter a business without understanding potential growth opportunities. Disputes may arise when shareholders do not share the same vision of the business’s future.  Do Shareholders Want to Sell or Keep the Business? Exit intent is common for investors who invest in multiple businesses. For a small family business, this may not be true. Knowing the expectations and goals of each shareholder can help guide business decisions and avoid future conflict. How to Draft a Shareholder Agreement in Florida Each shareholder agreement is unique to the specific business. Though it may seem tedious, taking into account all the potential disputes that may arise can save a lot of time and grief. These are some of the details that are important to include in your Florida shareholder agreement. Specify Responsibilities Outline how officers are appointed and terminated so that boundaries are clear. A shareholder agreement should also clarify what actions can and cannot be taken in the name of the corporation. Define officer and board members’ duties. Voting Rights Different decisions may require a different number of votes. Some decisions may be left to the sole discretion of the board of directors. These distinctions should be put into writing to avoid conflict.  Future Decisions Growth is the goal for virtually every business. Though not every growing pain can be foreseen, it’s important to outline how important decisions, such as those involving property purchases and loans, will need to be made.  Sale and Transfer of Stock Some things this section should address include: The ability of shareholders to control their investment in the company, Whether and how external people can become shareholders, and How shares may be distributed when a shareholder dies or divorces. If your business is small, sale and transfer of stock may seem unimportant, but as a business grows, it is best to have restrictions or limitations already in place. Financial Obligations Determine how much capital each shareholder is making on their initial investment and the value of in-kind commitment. This will help prevent disputes regarding shareholder expectations.  Importance of a Florida Shareholder Agreement The shareholder agreement has a direct impact on how decisions are made and how disputes are handled. It is important to cover as much information as possible. Consult an experienced business law attorney to make sure you have not excluded any important areas in the agreement.  Despite the existence of a board of directors and management team, everyone must adhere to the guidelines of the shareholder agreement. Changing the agreement typically requires a 100% vote, making it even more imperative that it is done right the first time. The team at BrewerLong specializes in business law and strives to provide clear, meaningful guidance through complex legal issues. Call or contact us today for help with your shareholder agreement. This blog post is provided on an “as is” and “as available” basis as of the date of publication. We disclaim any duty to update or correct any information contained in this blog post, including errors, even if we are notified about them. To the fullest extent permitted by law, we disclaim all representations or warranties of any kind, express or implied with respect to the information contained in this blog post, including, but not limited to, warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, and timeliness. We will not be liable for damages of any kind arising from or in connection with your use of or reliance on this blog post, including, but not limited to, direct, indirect, incidental, consequential, and punitive damages. You agree to use this blog post at your own risk. Regarding your particular circumstances, we recommend that you consult your own legal counsel–hopefully…