The BrewerLong Blog

Contracts are important legal documents that bind businesses and individuals to their promises. Business contracts might come in the form of purchase orders, sales agreements, and employee contracts. Frankly, without contracts, operating a business would be nearly impossible. Contracts are essential to a business’s operations and future success. Because contracts are so important, you might be wondering, Is having a legal contract review something my business could benefit from? The short answer is yes, absolutely!  “It is essential that business owners and executives understand the contracts that affect their businesses, including leases, employment contracts, customer contracts and vendor contracts.” Business Attorney Ashley Brewer A skilled contract review lawyer can provide you with professional advice to ensure that the terms of the contract are enforceable and advantageous to you. Contact BrewerLong today to schedule an appointment and see how our contract law attorneys can help you.  How Can a Contract Review Attorney Help Me? There is no legal requirement that you must have your contracts reviewed before signing. However, having an experienced attorney help you with your legal contract review can’t hurt. In fact, it is strongly recommended. But not all contract review matters are the same. There are a number of ways in which a contract review lawyer may be able to help you. Issue-Specific Contract Review In some cases, you might have a contract that you understand generally but you have a few specific questions or concerns. If this is the case for you, you might seek out an issue-specific contract review. This type of review involves asking a specific question relating to the contract or requesting that a specific provision of the contract be explained to you. Your attorney can then review the contract with your specific question or questions in mind.  Examples of issue-specific questions that you might have regarding a contract include: How does the non-compete clause in my contract affect my rights? What does the non-solicitation clause mean? Does this contract affect my intellectual property rights? Will signing this contract prevent me from working with other clients? No matter how simple or complicated the question, it’s always a good idea to run it past an experienced contract review attorney to best understand and protect your rights.  General Contract Review Contracts are often long documents full of legal jargon that can be difficult to understand. A general contract review can be a great way to gain a basic understanding of your legal contract as a whole. With the help of an experienced contract review attorney, you can better understand your rights and obligations under a particular contract. If you are seeking a basic contract review, your lawyer will review your entire contract at a surface level and answer any questions you may have about the agreement. Your attorney will also notify you of any red flags or portions of your agreement that require specific attention. Basic Contract Review and Edits A contract review plus edits is more comprehensive and goes one step further than just a contract review. Not only will your contract review lawyer evaluate the entire contract and advise you on potential issues, but your attorney will also propose edits to your contract based on the issues he or she has identified. Of course, your lawyer will review these proposed revisions with you to ensure your understanding and agreement with the suggested edits. This will give you the opportunity to approve changes, correct issues that were revealed during the review, and better protect your rights.  Basic Contract Review and Ongoing Negotiation In some cases, the other contracting party may not be willing to agree to your proposed revisions so easily. When this is the case, you might need an attorney to help negotiate the contract terms on your behalf. After reviewing and editing your contract, your lawyer can submit the revised contract to the other party. Your lawyer can then negotiate further changes to the contract moving forward in your best interest. In many business contracts, there are numerous terms that must be decided before the contract can be finalized. This often requires a lot of back-and-forth between the contracting parties. Having a contract review attorney on your side to facilitate these negotiations can help streamline the process and get your contract completed in an efficient manner. What Kinds of Contracts Need Review? There are a number of situations in which you might need a legal contract review. In reality, any contract that holds legal implications should be reviewed by a contract review lawyer.  Examples of contracts you might want reviewed include: Leases and subleases,  Employment agreements, Termination contracts, General business contracts, Partnership agreements,  LLC operating agreements, Products or services sales contracts, Independent contractor agreements, and Non-compete agreements. If you have a contract that you need reviewed for any reason, contact an experienced contract review lawyer today to discuss your options. How Much Will a Lawyer Cost to Review My Contract? Before taking any next steps, it is natural to wonder how much a lawyer will cost to review a contract.  There is a common misconception that hiring a lawyer will cost an arm and a leg. This misconception leads many to believe that hiring a contract review lawyer is not worth the cost. In fact, the opposite is true.  While there is of course a cost required to hire an attorney, hiring a lawyer at the outset to review your contracts can actually save you valuable time and money in the long run by ensuring that your contracts are airtight and enforceable before potential issues ever arise.  All law firms structure their fees differently. Don’t hesitate to reach out to BrewerLong to discuss our fees before you decide whether and how you’d like to move forward. Contact the Contract Review Attorneys at BrewerLong Today If you have contracts that need to be reviewed, we want to help. Our team of experienced attorneys knows how to help with all your business-related needs.  We have helped countless clients with drafting, reviewing, and negotiating their contracts,…

You have a great business idea and need time to bring it to fruition. In the meantime, you may wonder how to protect a business idea and ensure your future success. Unfortunately, many fail to take reasonable steps in protecting a business idea from competitors and lose their rights, even as the original creator. How to Protect a Business Idea There are a number of ways to legally protect your business ideas. The best option for you depends on the type of idea and what you want to do with it. Reviewing all options with a business law attorney to protect your business ideas ensures you make the right choices moving forward.  Federal or State Registration When you’re thinking about how to protect an idea for a business, one of the first things you are likely to consider is officially registering your idea with the appropriate federal or state office. Registration falls into three main categories: patents, copyrights, and trademarks. Each of these categories provides different types of protection and for different lengths of time. Patents A patent is a property right granted by the U.S. Patent and Trademark Office (USPTO). The title of patent holder entitles you to exclude others from using, making, or selling your invention for some time. The USPTO provides information on how to patent a business idea.  There are three different types of patents: utility, design, and plant.  Utility patents protect the way an invention functions, and design patents protect the way an invention looks. Plant patents can protect invented or discovered asexually reproduced plants. Design patents last for 15 years from the date of the grant, while utility and plant patents last for 20 years. Consult with a qualified business law attorney to discuss how to patent a business idea. Patent registration is costly and requires considerable time. A business law attorney ensures you file for the correct patent and eliminates delays through their knowledge of the patent application process. Copyrights A copyright represents a collection of rights granted to an individual upon creation of an original work. A copyright provides answers to the question of how to legally protect a business idea. Copyrights include the following: The right to reproduce the work, The right to prepare derivative works, The right to distribute copies,  The right to perform the work publicly, and The right to display the work publicly. A copyright grants you, the owner, the right to assign, license, or transfer the copyright to others. Additionally, the power of copyright permits the owner to choose the way the public views your work. Trademarks A trademark is a word, phrase, symbol, or design that identifies and distinguishes the source of goods. A service mark is a word, phrase, symbol, or design that identifies or distinguishes a service’s source. Examples of trademarks include slogans, brand names, and brand logos. Acquiring the rights to a trademark does not require registration. The first and continuous use of a trademark in commerce establishes your rights. However, registering a trademark does provide additional protections. You may decide to register your trademark with the USPTO, your state, or both, depending on the type of protections you need.  Non-Disclosure Agreements A non-disclosure agreement may serve as an effective protective measure if you plan to work with others on your idea. A non-disclosure agreement, or NDA, operates as an agreement between parties not to disclose your idea or share information with third parties. A qualified business attorney may draft an NDA with no expiration date, thereby providing you even stronger protection. Non-Compete and Non-Solicitation Agreements A non-compete agreement operates similarly to an NDA, but it serves to prevent someone from starting a business similar to yours. A non-solicitation agreement may work in conjunction with a non-compete agreement to prevent someone from stealing your employees or clients. Typically, non-compete agreements have to be limited in time, scope, and location. For example, if your company sells tires in a small town, it would be difficult to enforce an agreement that prevented someone from selling tires anywhere in the country for the rest of their lives. However, the agreement may prevent someone from starting a competing tire business for five years within a 30-mile radius of your business. Work-for-Hire Agreements  Work-for-hire agreements can allow you to get help with your idea without giving up your rights. In a work-for-hire agreement, you hire someone to work for you to analyze and improve your idea. Anything these individuals come up with to perfect your idea becomes yours. If you file a patent, someone you hire will identify as a co-inventor on your patent. Despite this title, they own no rights to the patent. Provisional Patents  The U.S. Patent and Trademark Offices issues provisional patents (PPA) to protect an invention. Provisional patents protect a patent during the 12 months before filing the formal application. The provisional patent allows the inventor to pitch the idea, test its commerciality, and fine-tune any prospective issues before completing the expensive patent application. The recognizable “patent pending” label affixes to patents during this provisional period. Trade Secrets Law Another way to protect your ideas is to keep them secret. The Uniform Trade Secrets Act (UTSA) protects trade secrets that:  Have either actual or potential independent economic value because they are not generally known; Have value to others who cannot legitimately obtain the information; and Are subject to reasonable efforts to maintain their secrecy. There exist two common ways of stealing trade secrets. One is through dishonest means such as stealing. Another is through a breach of confidence. For example, a former employee who had rightful access to the trade secret may use it without permission or sell it to another company. If someone steals your secret, you may have a legal claim against them if all three of the above elements are present. The steps you take to protect your trade secret are particularly important. You can show you made reasonable efforts to maintain secrecy by doing things like: Limiting the number of…

Going through a divorce in Florida is an emotional and stressful process. If you currently operate a successful LLC, you may wonder how Florida law impacts divorce and your LLC business. Consult with a family law attorney to discuss the consequences of divorce for an LLC as Florida requires division of the marital property at the time of divorce. However, whether your divorce impacts the ownership of your LLC depends on the facts surrounding your marriage. Division of property due to divorce is a complex process that often requires negotiation to resolve issues. Contact a BrewerLong family law attorney to discuss your LLC and divorce. Different Types of LLCs  There are multiple types of LLCs recognized in Florida. Whether your divorce and LLC ownership impact your estate division does not depend on the type of LLC. Florida Domestic LLCs Florida domestic LLCs are simply LLCs formed in the state of Florida. LLCs formed outside the state of Florida may become Florida LLCs through a process of conversion. Florida Foreign LLCs Foreign LLCs refer to LLCs formed in an area not governed by Florida law. These LLCs could be LLCs formed in another state or another country. Despite its foreign characterization, a foreign LLC may conduct business in Florida by obtaining a certificate of authority from the Division of Corporation of the Department of State. To obtain a certificate of authority, your LLC must conduct business within the state of Florida.  Florida Professional LLCs Professional LLCs, or PLLCs, are LLCs created for a specific purpose and certain individuals. In Florida, only people providing licensed professional services may form PLLCs. Licensed professionals include doctors, lawyers, certified public accountants, dentists, and others. Florida Nonprofit LLCs A Florida nonprofit LLC is an LLC created for purposes other than earning a profit. Typically, a Florida nonprofit LLC qualifies for exemption under Section 501(c)(3) of the Internal Revenue Code. A Florida nonprofit LLC must satisfy several requirements for the Section 501(c)(3) exemption.  Florida Series LLCs A series LLC is a unique LLC wherein the articles of formation permit unlimited segregation of membership interests, assets, and operations into independent series. Florida does not permit the formation of series LLCs. However, Florida does recognize if a branch of a series LLC formed in another state transacts business in Florida. By filing a certificate of authority, Florida recognizes the cell as an independent entity in Florida. How Is an LLC Formed? Your LLC is formed by filing necessary documents with the State of Florida. In most cases, you will also prepare an operating agreement that governs the LLC’s operations. Articles of Organization You need to file your articles of organization with the State of Florida to identify the LLC. The articles of organization include basic information such as the name and address of your business and its registered agent as well as well as a statement of purpose and an authorized signature. Operating Agreement An LLC Operating Agreement provides the structure for the LLC. The agreement outlines the duties and responsibilities of each of the members. It typically also provides information regarding member removal, LLC dissolution, and the appointment and resignation of members.  Every LLC should create an Operating Agreement to provide procedural safeguards and prevent conflict among the LLC members. The Operating Agreement outlines smooth business operations with clear information and procedures to avoid future conflict among members. How Does Florida Law Divide Property in a Divorce? Florida is an equitable distribution state for purposes of divorce. Florida defines equitable distribution as the fair division of all property between married parties. Property acquired during the marriage is considered marital property and is fairly divided between the parties. Property acquired before marriage, inherited during the marriage, or excluded by agreement remains separate and is referred to as non-marital property. Marital Property  Marital property includes property and assets acquired during the marriage regardless of who purchased it or whose name is on it. Marital property typically includes the following: Personal or real property held by the parties; Retirement benefits accrued during the union; Increase or appreciation in the value of separate assets (in some cases); Workers’ compensation, insurance, pension, and social security benefits paid during the marriage; and  Stock options. In addition to the above listed items, gifts from one spouse to another during the marriage often identify as marital property. Non-Marital Property  Florida law excludes non-marital property in the division of the marital estate during a divorce. Non-marital property includes the following: Property acquired before marriage, Property acquired before or during marriage through inheritance or gift by someone other than the spouse, and  Income earned by non-marital assets. Even if your LLC is marital property, it does not mean you must resign yourself to losing your interest in it. An experienced family law attorney at BrewerLong can conduct a careful assessment of all your marital and non-marital property assets to negotiate property division. Is My LLC Marital or Non-Marital Property? Your LLC is an asset. Whether it is deemed an asset of the marriage or non-marital property depends on factors such as: When you formed the LLC; Whether you invested marital assets in the LLC; Whether your spouse contributed to the LLC; and Any agreements between you and your spouse regarding the LLC. Even if you formed the LLC before marriage, it can become marital property. For example, if you invested marital funds in the business or if your spouse worked in the business without compensation, a court might decide that the LLC has become a marital asset. When an LLC and divorce are involved, a lawyer can help you determine the value of your LLC. A business appraisal can provide an accurate value of your LLC. If your LLC is determined to be marital property, it can strengthen your spouse’s negotiating position. However, a divorce does not need to mean the end of your LLC business. Hiring a qualified family law attorney in Florida can help you reach an agreement with your spouse that will preserve the business…

Business relationships, like other kinds of relationships, can be complicated. And just like other relationships, business relationships sometimes come to an end. When one or multiple partners want to dissolve their business relationship, it is in their best interest to do so amicably. If one partner is trying to force another partner out, they will have to follow procedures set forth in the partnership agreement to do so. In the absence of such an agreement, partners must nonetheless comply with state and federal laws when dissolving their partnership. If you’re wondering–What do I do about my business partner trying to force me out?– then you are likely concerned about whether or not they can legally do so. If an irreconcilable dispute arises between partners, one of the partners might take aggressive action to push out the other partner. When that happens, it might be necessary to push back. Business Disputes Attorney Michael Long What Is a Business Partnership? A business partnership is a legal relationship that forms the ownership of a business. In a business partnership, one or more partners own the business and share in the profits and losses. Unlike corporations, business partnerships are not separate entities from the individual owners. Partnerships are usually required to register with the state in which they do business.  Business partnerships are typically formed and governed by a written agreement. Operating agreements may cover the following: The management of the partnership; The distribution of profits and losses; The resolution of disputes between partners;  The dissolution of the partnership; The distribution of assets upon dissolution; and The procedure for one partner to exit the partnership. You may be wondering, Can my business partner push me out? Whether your business partner can force you out of the partnership is likely a question that can be answered by reading over the operating agreement. Can My Business Partner Push Me Out? If you or your business partner wants to dissolve your business, or your business partner is trying to force you out, you are likely concerned about the relevant rules and consequences. First, look over your business’s operating agreement. The agreement should contain provisions related to resolving disputes amongst the partners. One such provision common to operating agreements is a buyout provision. Buyout provisions allow the partners to decide to sell their ownership interest in the business. Such provisions also provide procedures for partners to buy out other partners under certain circumstances. In the absence of a written agreement, state law provides rules and remedies. In most cases, a partner can force out another partner only for violating the partnership agreement or state or federal laws. If you didn’t violate the agreement or act illegally, you may nonetheless be forced out of the partnership if a court determines that the partnership should be dissolved. If your business partner successfully pushes you out of your partnership, you may have the right to receive profits as well as the right to inspect the books and records of the business. Will the Courts Get Involved? If the dissolution of your partnership leads to a lawsuit, the courts will get involved. In order to petition the court for dissolution in Florida, a partner must show that the economic purpose of the partnership is likely to be unreasonably frustrated, another partner has engaged in conduct which makes it impractical to carry on the business in partnership, or it is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement. If the court decides to dissolve the business, you will likely get a share of any profits from the sale or buyout. My Business Partner Is Trying to Force Me Out; What Do I Do? If you’re in a position where your business partner is trying to force you out, you should think about how to protect yourself. The best way to protect yourself from being forced out of your business relationship is to include protective provisions in your partnership agreement. Consult with an experienced business law attorney to help you prepare a partnership agreement that suits the needs of your business. Your agreement will specify the rights and obligations of the partners and will detail the procedures for dissolution, buyout, and sale. If your business partner is trying to or has forced you out,  you have the right to receive compensation and the right to access business records. If your partners fail to provide either, you should first write a letter demanding that they do so. If the partners still fail to provide profits and/or access, you can file a claim in court. Why Hire BrewerLong? BrewerLong is a law firm that focuses on relationships. Our attorneys strive to provide approachable and sophisticated representation to businesses of all types and sizes. Whether you own your own business or you are part of a business partnership, we can help. Contact us today for a introductory phone call. One of our attorneys will talk through your case with you to find out whether we can provide you with legal services. We will do our best to represent you.

The term shareholder is not just relevant to Fortune 500 companies. A shareholder is any individual or institution that legally owns at least one share of stock in a private or public corporation. If you own stock in a company, or your pension includes publicly traded stocks, you are a shareholder. Shareholders are also sometimes called members of a corporation. Shareholders essentially have a financial interest in a corporation or company. Considering the money at stake, shareholders can get into any number of different types of disputes. With more and more owners of a company, it’s inevitable that disputes will arise about how the company is managed. Hopefully, the shareholders can work together to resolve these disputes. Sometimes they cannot, and shareholders need their own attorney representation. Business Disputes Attorney Michael Long Shareholder Rights The rights and responsibilities of a shareholder differ according to the governing shareholder agreement. Shareholders commonly have the right to: Sell their shares; Purchase new shares;  Nominate directors; Vote on directors nominated by the board of directors;  Propose shareholder resolutions; Vote on shareholder resolutions;  Receive payment of dividends; Sue the company for violations of a fiduciary duty; Vote on management proposals; and  Receive payment of assets remaining after liquidation. A shareholder’s rights and responsibilities are outlined in the company’s constitutional documents, e.g., the articles of incorporation and any shareholder agreements. The rights such an agreement provides will inform the method shareholders choose to resolve their disputes. What Is a Shareholder Dispute? Shareholder disputes can be disagreements among shareholders or between shareholders and the owners of the company. Shareholder disputes can take on a number of different forms. Whether shareholders disagree with the company’s management style or decision-making or there has been an instance of fraud or illegal conduct, shareholder disputes can differ widely. Examples of Common Shareholder Disputes Shareholders get into disagreements over any number of issues. With money on the line, shareholder disputes can be contentious. Examples of common shareholder disputes include: Breach of a shareholder agreement; Disagreements over direction; Disagreements over company management; Breach of fiduciary duties; Minority shareholders not getting enough respect; Differences in compensation or contribution;  Conflicts of interest; Personal problem affecting business relationships;  Lack of dividend distributions; Concern over possible illegal or fraudulent activities; and Breach of a director’s service contract. Disputes amongst shareholders are common and often high-stakes. Failure to seek legal advice early in the course of a shareholder dispute regarding a shareholder’s legal rights and strategies can escalate the seriousness of the dispute. For this reason, it is important to seek the advice of an experienced business law attorney as soon as possible. How to Resolve Common Shareholder Disputes The first step to resolving a shareholder dispute is to look over the shareholder agreement. The manner in which shareholder disputes are resolved may be determined by the governing shareholder agreement. A shareholder agreement will likely include provisions that provide procedures for forcing a shareholder to sell their shares given certain circumstances. If the shareholder agreement does not provide any such procedures, shareholders can and should form a shareholder agreement during the process of resolving the dispute. Other methods for resolving shareholder disputes include: Proposing a resolution to address the dispute at a general meeting; Appointing a disinterested director, board advisor, etc. to resolve the dispute;  Appointing additional statutory directors, etc. to avoid deadlock and bring a fresh perspective;  Calling a general meeting of the shareholders to consider a resolution dismissing a director; Terminating a shareholder’s employment, if applicable, under an employee settlement agreement; Engaging a neutral professional mediator to resolve the dispute; Arranging a buyout by an external buyer, another shareholder, or the company, in accordance with the company’s articles and any governing shareholder agreements; Selling the company and distributing the proceeds to shareholders in accordance with the articles of association and any governing shareholder agreement; Presenting a petition to have the company wound up, if it is just and equitable to do so; or Filing a lawsuit, known as a derivative claim, on behalf of the company against the wrongdoers; The method of resolution you choose depends on the specific circumstances of your dispute. No matter what you decide to do, you should first consult all applicable shareholder agreements and the articles of association. Your rights and responsibilities will be limited by any such agreements, so it is important to be educated about their requirements. You should also be sure to consult an experienced business law attorney who can help you interpret your operating agreement and explain applicable state and federal laws. How BrewerLong Can Help  BrewerLong is a Florida-based law firm that handles all manner of business law cases. From formation to dissolution, we can represent you throughout the life of your business. Our team of experienced business law attorneys works tirelessly to provide individualized services. Contact us today for a free case consultation. We’ll work with you to develop the best strategy for your case.

Starting a corporation can seem overwhelming at first because there are many steps in the process and a number of Florida corporation laws you need to understand. However, this process will seem less daunting if you educate yourself about the process and get advice from a knowledgeable business formation attorney. Your attorney can help you determine whether a corporation is the best entity for your business and how to go about setting it up. With the right legal help, you can ensure you comply with important Florida corporate laws in establishing your business. This can give you peace of mind now and set your business up for success in the future. Different situations call for different business types–whether corporation, LLC, or partnership–and there are different requirements and norms for organizing and operating each business type. Business Attorney Trevor Brewer Florida Corporation Naming Laws Did you know that there are Florida laws regarding what name you can legally use for your corporation? All corporate names must include one of the following words or abbreviations: “corporation,” “incorporated,” “company,” “co,” “inc,” or “corp.” These designations alert the public that your organization is a corporation. The name also has to be distinguishable from the names of other registered entities in the state. To be different, the name needs to actually use different words, not just variations of the same words. For example, if there were an existing entity called Sam’s Pizzeria Co, names like Sam Pizzeria Co, Sam’s Pizza Co, and Sam’s Pizzeria Inc would all be considered duplicates. Finally, the name cannot have language that would suggest an affiliation with the government or an illegal purpose. For example, names like Orlando City Water or The Meth Lab could be problematic. Choosing a name for your corporation seems like a simple step, but it poses many potential legal complications under Florida corporate laws. It’s important to consult with an attorney before choosing a corporate name. Your attorney can also help you protect your name under Florida trademark law. Forming a Business Under Florida Corporation Law Florida corporation statutes also set forth several rules you need to follow when forming a corporation. Register Your Corporation To register your corporation, you must file articles of incorporation with the Florida Department of State. All documents must: Be signed by a director, president, or corporate officer, with limited exceptions; Be written in English; and Contain all information required by Florida’s corporation statutes, such as the corporate name, location, and purpose. You will also need to determine what type of corporation you want to create. Florida recognizes three types: C-corp, S-corp, and B-corp. C-corps are the traditional form of corporation. S-corps are for businesses with fewer shareholders and allow for pass-through taxation similar to an LLC. B-corps, or benefit corporations, are for-profit corporations that also have goals of benefiting society. Your attorney can advise you on the best entity for your business. Establish Your Florida Corporate Bylaws Florida corporations must have bylaws. Typically, directors (if you have appointed initial directors) or incorporators will adopt the bylaws at an organizational meeting after you file your articles of incorporation. Bylaws dictate how to manage the business and may contain provisions regarding things such as: The purpose of your corporation; How many directors you will have, how long they will serve, and how they will be selected; How corporate officers will be appointed; Shareholder rights; How stock will be issued and transferred; How and when shareholder meetings will be conducted; How conflicts of interest will be handled; The process for removing directors; Whether and to what extent directors and officers will be indemnified; and How bylaws can be amended. It’s important to involve an attorney in this process. They can help you ensure that your Florida corporation bylaws address all important issues and adequately protect the corporation’s interests. Select Corporate Directors and Officers The method for selecting your directors and officers should be outlined in your corporate bylaws. In most cases, Florida law requires corporations to have a board of directors. The directors manage the corporation as a whole. They make major decisions regarding the business’s activities and policies. Officers are those who manage the day-to-day operations of the company. They include roles such as the chief executive officer (CEO), chief financial officer (CFO), and chief operations officer (COO). Florida has a number of corporate laws pertaining to directors and officers. However, in many cases, a corporation has the ability to contract around these laws by providing different or additional standards in its bylaws. It’s important to consult a Florida corporation lawyer to help you understand how these laws may apply to your corporation. Appoint a Registered Agent With limited exceptions, all Florida corporations must have a registered office and registered agent in Florida. This person has the authority to conduct business on behalf of the corporation and accept service of process for legal actions. The Florida Department of State keeps records of each corporation’s registered agent, and the public can access that information. Even if your business is incorporated somewhere else, you need to have a registered agent in Florida if your corporation conducts business or owns real property here. Rights and Obligations Under Florida Corporate Laws Corporations are the most complicated type of business entity. Corporations are owned by shareholders, but they are operated by corporate officers and directors. In smaller, closely held corporations, the shareholders and the directors may be the same people. This can lead to complications and potential liability when individuals don’t understand how their obligations as directors intersect with their rights as shareholders. Corporate officers and directors must make decisions in the best interests of the company and its shareholders rather than themselves. But when directors are also shareholders, they may begin to neglect this duty at the expense of other shareholders. This can lead to litigation and be costly or even fatal to a company. If you are setting up a closely held corporation, a business attorney can help you understand your rights and obligations….

As a business owner, you understand the numerous rules and regulations that ensure a compliant business. However, despite your diligence, important issues may be overlooked. The consequences of missing anything may cost your business in penalties and litigation fees. Staying on top of everything can be overwhelming. However, a legal audit checks the legal health of your business. A qualified business law attorney behaves as a legal auditor to analyze any risks or gaps in liability that may exist for your company. Predetermining where these gaps and risks exist before they are exposed protects your company from consequences that may be difficult for your business to recover from. It’s common for a new business to take shortcuts while getting started. Unless these weaks spots are uncovered and upgraded, a successful business can fall prey to its past mistakes. Business Attorney Trevor Brewer What Is a Legal Audit? A legal audit focuses on a single aspect of your business and analyzes your legal position. A legal audit ensures that no hidden risks exist within your company. The problems a legal audit identifies are those that put your company at risk for penalties and litigation. While a legal audit performs an in-depth analysis of one area of your company, it is not so intrusive as to interfere with your company’s day-to-day operations. Possible topics addressed in a legal audit include the following: Choice and structure of business entity; Acts of the board of directors and supporting documentation; Intellectual property protection; Methods of marketing and distribution; Any pending and future litigation; Estate planning; Insurance coverage; Human resource practices, including hiring and firing; Employment agreements; Securities law compliance; Antitrust and related government regulations; Product liability;  Environmental law; and Sales and collection practices. Not all of these topics may be relevant to your business. A legal audit’s depth and complexity depend on the company’s size. Additionally, the type of business in which the company is engaged, the number of shareholders and employees it has, and whether the business is in a regulated industry also play a large factor in the legal audit’s scope. Why Should You Get a Legal Audit?  As a growing business, it’s essential to identify potential issues or liability before they become an actuality. The most significant benefit of a legal audit comes from discovering compliance issues before they cost your company in penalties or litigation. There are myriad risks that you may expose your company to by failing to get a legal audit. Accounting Risks Failure to maintain accurate accounting records for the business or mixing personal assets with those of the business increases liability risk for the company. For example, the commingling of personal assets may lead to a piercing of the corporate veil. Piercing the corporate veil eliminates the limited liability protection afforded to business owners and exposes them for personal liability for any litigation that may be pending. Compliance Risks Failure to obtain all required permits and licenses for your business leads to fines, penalties, and in some instances, closure of the company. You can also face penalties and liability for failing to comply with various state and federal laws governing things like data security, marketing, and safety standards. Human Resource Risks Failure to have employment handbooks, employment agreements, and general employment policies increases civil liability risk from past and present employees. Corporate Compliance Risks Failure of the board of directors to keep accurate records and minutes of decisions made in meetings subject the company to liability by shareholders and investors. Reporting Risks Failure to accurately report on company performance each quarter leaves the company open to possible default by investors and lenders. Who Should Get a Legal Audit Any business, even one that is just starting out, should consider a legal audit. Different businesses are vulnerable to various liabilities. The legal audit serves to identify these potential issues as they apply to your company’s specific circumstances. Even as a small business, a legal audit can provide the following benefits: Giving investors and lenders reason to have confidence in your company;  Achieving profitability or increase your profit margin by spotting operating inefficiencies and serious fraud issues;  Simplifying the tax process;  Avoiding liability; and  Helping you obtain specific business certifications that require legal audits. Gaining an annual picture of your business through a legal audit can increase productivity, boost revenue, and reduce unnecessary operating expenses. How Often Should I Get a Legal Audit Legal audits may be completed on many topics at one time or may progress in phases. A legal audit is often initiated when new management takes over and a company wants to make sure they start with a clean slate. A costly mistake may also trigger a legal audit. It’s wise to consider an annual legal audit for your business in the absence of these occurrences. The survival of any business requires preparation, organization, and responsiveness. A legal audit provides these protections for your business. Why Hire a Lawyer for a Legal Audit Just as you would hire an accountant to review your books or a tax expert to perform a tax audit, a qualified business lawyer should conduct the legal audit of your business. Additionally, an attorney can provide a clear, objective analysis of your company operations and legal procedures. The attorneys at BrewerLong assist businesses of all sizes. BrewerLong helps you build your company, grow an established business, or mitigate risks to your company through a legal audit. We provide a clear assessment of your business through multiple discussions. Our legal team knows that small businesses deserve and require the same legal representation as larger companies and corporations. We work closely with you to help your business achieve its envisioned goals and objectives. Seeking the counsel of a successful business lawyer for your legal audit could mean the difference between your business’s success and failure. Contact BrewerLong today to discuss the process for a legal audit and how it can benefit your business. 

When you start your LLC, it is unlikely that you envision yourself leaving the business. Similar to a marriage, you may expect a perfectly harmonious relationship for the foreseeable future. However, as time progresses, you may find your vision for the LLC has changed, or perhaps a member has found a more profitable opportunity they wish to pursue. The operating agreement for an LLC outlines the expectations, roles, and responsibilities of the LLC members. This agreement also provides a procedure for a member leaving the LLC. While the term “buyout agreement” implies a sale, this is not entirely accurate. In actuality, an LLC buyout agreement is an agreement between the members of an LLC about what will happen if a member wishes to leave. It is always prudent to have a buyout agreement in place. Business owners are often surprised that a LLC member does not automatically give up his or her LLC membership interest when the member leaves. An LLC membership interest is property, and you cannot take it away without an agreement. Business Attorney Trevor Brewer What Is an LLC Member Buyout Agreement? When you created your LLC, you probably also created an operating agreement. The operating agreement for your LLC provides information about day-to-day operations and the roles and responsibilities of all LLC members. The operating agreement may also contain a clause regarding withdrawal procedures that all LLC members must follow. A buyout clause in an operating agreement might also include information calculating compensation for departing members. If your operating agreement does not contain a buyout clause, you should draft a separate buyout agreement. Working through and completing a buyout agreement forces members to share their expectations when an LLC member leaves. Perhaps you will want to dissolve the LLC if a member leaves. Or perhaps you will want to give other members the opportunity to buy out their interest. Exploring and defining the terms of a buyout agreement may force LLC members to have real-life discussions about “what if” scenarios. Addressing these “what if” scenarios before they occur could save the LLC and relationships when an LLC member decides to leave. If your operating agreement does not address what happens when a member leaves and you don’t have a buyout agreement, Florida law will govern removal of members from the LLC The Florida Revised Limited Liability Act provides for the membership transfer of a Florida LLC. Under the Act, members may depart at any time. Additionally, it addresses how to forcibly remove a member if a dispute arises. The Act provides for removal in these situations by judicial order or unanimous vote by other LLC members.  What Should a Buyout Agreement Include? When drafting a buyout agreement, schedule a meeting with all the LLC members. If an LLC member is planning to exit the LLC, also include this person. At the meeting, discuss topics such as the valuation of the departing member’s interest, who can buy out a member and under what circumstances, and the terms of any purchase of the membership interest.  Value Determination One of the critical elements of any buyout agreement is the value determination of the LLC membership interests. LLC members may collectively determine the value of the LLC. Alternatively, they can agree to a method for calculating that value at the time of a member’s departure. For example, the members might agree that the fair value of the LLC should be determined by formal valuation provided by a professional business appraiser. A buyout agreement can then give the remaining members the right to buy back an LLC ownership interest for a predetermined price. Providing this language and information in an operating agreement simplifies the process if a member decides to leave the LLC. Once a value of membership interests is determined, LLC members must agree on the method of purchase. For example, members may require the purchase price to be paid in full at the time of departure or over a specified period of time. Triggering Events An operating agreement should also consider whether any triggering event will prompt the buyout of a member’s interest. The members of the LLC should agree on what happens after a triggering event occurs. There are several common types of triggering events. Bankruptcy Filing for bankruptcy could force an LLC member to sell their interest in the business. A buyout agreement could allow for the remaining members to buy the bankrupt member’s interest. Death If a member dies, their ownership interest in the LLC may pass to their heirs or spouse. Remaining LLC members may find themselves working with a person with whom they never intended to do business. You can utilize a buyout agreement to prepare for this “what if” event and determine an LLC path forward. Retirement/Resignation When a member plans to retire from the LLC, an agreement should be in place regarding their interest in the LLC. Determining how the retiring member’s interest will be divided or sold prevents any conflicts or disagreements between existing LLC members.  Divorce An LLC member may lose their interest in the LLC in a divorce proceeding. Including language providing a right of first refusal to existing LLC members prevents this scenario from occurring. Incapacity A buyout agreement can also address what to do if an LLC member becomes incapacitated due to injury or illness, including what will happen to their interest in the LLC. Forced Sales Forced sale language in an operating agreement provides that upon certain triggering events, such as when a member decides to retire, the remaining LLC members must buy the departing member’s interest. When such a provision is included in a buyout agreement, it will generally require the remaining members to purchase the interest within a predetermined period at a predetermined price. Why Should I Have a Buyout Agreement?  An LLC should always consider having a buyout agreement in case a member decides to leave the LLC. Including the language for a buyout in the operating agreement minimizes the possibility of a…

When you start your business partnership, you and your partner may have the same goals. However, unexpectedly, relationships may sour. Perhaps your partner undertook actions that undermined the company’s reputation and damaged business. In some situations, the only resolution to the conflict is suing your business partner. Consult with an experienced business lawyer to determine how to sue your business partner.  “Business relationships are often like marriages. It is oftentimes much easier to get into a business relationship with your partner than to get out of it.” Business & Litigation Attorney Michael Long There are various grounds for suing a business partner. The underlying purpose of partnership lawsuits is to remedy damage to the business caused by things like breach of contract, negligence,  abandonment, and more. Common Grounds for Suing a Business Partner There are many reasons you may need to sue a business partner. However, the following are some of the most common you may encounter. Breach of Partnership Agreement Business partners typically share in business decisions. However, if one business partner breaches a partnership agreement, its effects may be disastrous. If you sue your business partner for breach of a partnership agreement, various elements must exist for your claim. These elements include the following:  A valid, enforceable partnership agreement exists;  Your business partner has breached a term or terms of the contract; and You or your business has suffered damages resulting from the breach. If the above elements are present, a valid claim for breach of partnership agreement exists, and you may have grounds for suing your business partner. A strong partnership agreement provides clauses addressing courses of action regarding contract breaches. For example, the partnership agreement may provide your partner with a certain number of days to cure the breach. If included in your partnership agreement, and your partner fixes the breach, you may avoid a lawsuit. If your partner refuses to fix the breach, you may have grounds to sue a business partner.  Abandonment You may wonder whether you can sue your business partner for abandonment. Abandonment occurs when the business partner leaves the partnership. In some situations, the business partner may continue to collect a paycheck despite not actively working. Abandonment constitutes grounds for suing a business partner as it may be considered a breach of fiduciary duty. All partners owe the other a duty to place the interests of the business above their own. If a business partner abandons the partnership to pursue opportunities for themselves, this may constitute a breach of fiduciary duty.  Negligence A negligence claim might exist against your business partner if their actions harmed the partnership. The following elements must exist for a negligence claim:  Duty. Your business partner owes you and the partnership a duty of care. This duty of care requires business partners to make decisions in good faith.  Breach. Your business partner acted negligently when acting on behalf of the partnership.  Causation. The breach of duty caused harm to the partnership. Consult with a business law attorney to determine whether you have a negligence claim against your business partner.  Violation of Intellectual Property Rights A violation of intellectual property rights belonging to the partnership may also give you grounds to sue your business partner. A partnership agreement may provide that all copyrights, patents, and trademarks are the partnership’s property. However, if your business partner has used this intellectual property for personal gain, their misuse may give you grounds to sue them.  Criminal Activity by Your Business Partner Sometimes a business partner engages in criminal activity, such as fraud or theft. Criminal acts may include stealing money from the partnership or stealing money from a customer. These activities can both cost your business financially and undermine its reputation. Therefore, they can provide valid grounds to sue your business partner. Alternatives to Suing Your Business Partner  If you would prefer to explore options for settling disagreements outside of court, alternatives to a lawsuit exist.  Settlement You may consider negotiating with your business partner to determine terms of settlement to which you both agree. Settlement may mean the termination of your partnership and repayment of any losses by your business partner. Saving on litigation costs by pursuing avenues other than a lawsuit may serve your partnership’s best interests. Consult with an experienced business law attorney to explore possible terms of settlement for your situation.  Mediation Additionally, mediation may be another alternative to resolving conflicts. Rather than engaging in a lawsuit for months or even years, mediation may provide a more efficient result. However, mediation requires the cooperation of both parties. There is no point in engaging in the mediation process if neither party wishes to work with the other. If mediation is not an option, your best option moving forward is suing your business partner.  Arbitration Does your partnership agreement include an arbitration clause? An arbitration clause in your partnership agreement may apply to specific situations. Consult with a business law attorney to review your partnership agreement. If an arbitration clause applies to your situation, you may be able to avoid suing your business partner while still obtaining a legally binding resolution to your situation. Arbitration allows parties to settle their disputes out of court while obtaining legally enforceable decisions. Contact Us  Considering whether to sue your business partner is a difficult decision. A decision to sue will undoubtedly damage the relationship between you and your business partner. The attorneys at BrewerLong have over a decade of experience providing high-quality, tailored legal services to all clients. Hiring a lawyer to assess difficult business decisions mitigates the risk of legal disputes in the future. BrewerLong attorneys ensure each client receives personal attention and meaningful communication. Our team at BrewerLong possesses a thorough understanding of the time, energy, and effort it takes to run a business. We invest in the future of your business. Contact us today to discuss grounds for suing a business partner. 

If a relationship with a shareholder fails to work out, the removal of that shareholder from your business or corporation is possible. Complications may arise when undertaking the removal of a shareholder.  “Removing a shareholder from a corporation is often contentious. Even when a shareholder agreement can be removed, doing so can give rise to lawsuits.” Business & Litigation Attorney Michael Long Consult with an experienced business law attorney to determine whether the shareholder can be removed.   Review Shareholder Agreement  The most critical first step in planning for the removal of a shareholder is a review of your shareholder agreement. Your shareholder agreement may provide the proper procedure for the removal of a shareholder.  A shareholder agreement operates as a type of contract, providing guidelines for proper shareholder conduct. If a shareholder fails to adhere to conduct guidelines within a shareholder agreement, the removal of the shareholder for misconduct is easier.  It can be more difficult to remove a majority shareholder absent a shareholder agreement. Since a majority shareholder holds more than 50% of the voting rights of a company, whether a majority shareholder can be removed becomes substantially more difficult, if not impossible. Therefore, when attempting to remove a majority shareholder, provisions within a shareholder agreement may help. If a majority shareholder violates any rules of conduct within the shareholder agreement, basing the majority shareholder’s removal on that violation simplifies the removal process.  However, the involuntary removal of a shareholder opens up the possibility for future legal disputes.  Shareholder agreements also provide information about the number of issued shares, restrictions on transferring shares, rights of current shareholders to purchase shares, and details regarding the sale of shares.  Some shareholder agreements do not provide for proper removal procedures. If no shareholder agreement exists or there has been no violation of an existing shareholder agreement, consult with a business lawyer to determine removal options for your company.   If a shareholder is also an employee, you may wonder whether you can fire a minority shareholder. While it is possible to terminate a shareholder’s employment, carefully review your employment contract. Consult with an attorney to anticipate any potential legal issues with termination of employment.    Other Ways to Get Rid of a Troublesome Shareholder Available removal avenues may fail for various reasons. Perhaps you don’t have a shareholder agreement or can’t show that it was violated. Or maybe you have been unable to get sufficient support to vote out the shareholder. If you are unable to directly remove a shareholder, there are other options to encourage them to leave the company. Sell Shares One option to consider is negotiating with the minority shareholder to sell their shares. While you can technically force a shareholder out, negotiation prevents the opportunity for legal issues down the road. It is always possible to negotiate with the shareholder regarding the purchase of the minority shareholder’s stake. While it is common to discount sales of minority shares, presenting a reasonable offer may encourage the shareholder to accept.  It’s important not to engage in any activity constituting minority shareholder oppression. Minority shareholder oppression examples include the following: Withholding information from the shareholder;  Withholding profits or dividends;  Violating minority shareholder rights; and  Going against specific provisions in the shareholder agreement.  Pursuing any of these courses of action could result in legal action by the shareholder for this conduct. Permissible conduct which may encourage a minority shareholder to sell their shares includes: Termination of shareholder employment. If undertaking this avenue, carefully review termination procedures in your employment agreement. Reduction of shareholder authority. Voting to reduce the minority shareholder’s decision-making power may encourage the shareholder to sell their shares. While this conduct is generally permissible, consult with a business attorney to prevent any opportunity for future legal disputes down the road. Buyout Shareholder Even if the shareholder fails to violate terms of the shareholder agreement, removal may still be possible. For example, your shareholder agreement may provide for a buyout clause. A buyout clause allows for purchase of a minority share for an agreed-upon price. A buyout clause prevents minority shareholders who cannot be voted out from refusing to surrender their shares.  Contact Us When determining whether a majority or minority shareholder can be removed, consult with the qualified business attorneys at BrewerLong to guide you in the right direction. Despite the removal of a shareholder, ensure your company continues operations smoothly and without interruption. BrewerLong attorneys work to limit any opportunities for future legal disputes with removed shareholders. With over a decade of experience, the attorneys at BrewerLong work to create excellent experiences through helping, listening, and collaborating with all clients. Contact us today to discuss whether a shareholder can be removed from your company.