Business Law

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…

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 an Agricultural Exemption? 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 residence and…

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…

In most cases, businesses memorialize their professional relationships with written contracts. In others, however, the parties may forego a written contract, whether for convenience or because the parties are familiar with one another. Unfortunately, even the best of business relationships can go sour, and when they do, these non-contractual agreements can leave one party in a bad position. To account for these situations, the law provides a remedy called quantum meruit. Florida business owners who conduct any transactions without a contract should familiarize themselves with this doctrine, as it may provide a much-needed remedy. “Many business disputes arise when one party takes actions to benefit the other party before they settle on a final contract. Quantum meruit helps to ensure that the acting party is treated fairly.”   Florida Business Disputes Attorney Michael Long Quantum Meruit Florida Definition Quantum meruit is a legal term that means “as much as deserved.” It is a doctrine that allows one party to recover the reasonable value of goods or services provided to someone else, even in the absence of an express written agreement. Ordinarily, the absence of a contract means neither party is bound by any promise to the other. As a result, the party receiving the goods or services technically has no obligation to make any payment. Of course, the law recognizes that this is not fair and therefore implies the existence of a contract (sometimes called a contract “implied in fact”) in certain situations to correct for this unfairness.  Quantum meruit is one example of that correction. Whether the actual contract is half-performed or never existed at all, damages in quantum meruit provide a way for a party to recover the reasonable value of goods or services provided to another party. When Does Quantum Meruit Apply? Quantum meruit applies when the parties’ conduct forms a relationship of a contractual nature. A party may have a claim for quantum meruit when A contract exists, but the parties disagree about certain essential terms (such as the price); The parties have a written contract, but it terminates before either or both parties completely perform their obligations under it; One party performs beyond the scope of the original agreement; or There is no contract at all. For example, imagine a real estate developer works with a construction contractor to build a new condo building. During the building process, the contractor makes some valuable additions to the project that were not originally in the contract. Once the project is complete, the contractor may have a claim for a quantum meruit for those valuable additions. Elements of a Quantum Meruit Claim To succeed on a claim for quantum meruit, a plaintiff must prove three elements: That the plaintiff provided a benefit to the defendant; The defendant accepted or retained that benefit; and The plaintiff reasonably expected payment from the defendant, but the defendant made no such payment. The key is that the plaintiff must have reasonably expected payment from the defendant. As an equitable remedy, quantum meruit claims are based on what is fair. If the plaintiff provided some goods or services, but realistically had no reason to believe they’d be compensated for it, then quantum meruit likely doesn’t apply. That said, like all parts of contract law, quantum meruit is dependent on the facts of each case. An Orlando contract attorney can help you if you have questions about whether you have a claim in quantum meruit. What Is the Statute of Limitations for Florida Quantum Meruit Claims? In Florida, the statute of limitations for quantum meruit is four years. The time starts running after the last element constituting the cause of action occurs. For quantum meruit claims, that means the clock begins at the time when the plaintiff expects payment but the defendant makes no payment. Is Quantum Meruit Different From Unjust Enrichment? Legally speaking, quantum meruit and unjust enrichment are separate remedies in contract law. Unjust enrichment is another type of equitable remedy that imposes a moral duty to pay. It allows a party to recover the actual value of the benefit provided in situations where no implied or actual contract exists, based on principles of fairness and justice. By contrast, quantum meruit is much more based on the fundamental aspects of contract law, since it operates by implying the existence of a contract. Do You Have a Claim for Quantum Meruit? Transacting business can be complicated, especially when one party doesn’t hold up its end of the bargain. BrewerLong provides experience legal representation to small and medium-sized Florida businesses in a variety of business law matters. If you’re facing non-payment for work you completed, contact us today online or by phone at 407-660-2964 to schedule a consultation.

Selling a business you’ve poured your blood, sweat, and tears into can be just as exciting as starting a business. After all, it’s proof that all your hard work paid off. Or course, selling a business in Florida isn’t a decision that should be taken lightly. Considering the state of your business and what you’ll do next will better prepare you for the entire process. “Selling a business is one of the most profound actions that an entrepreneur ever takes. The process requires careful planning, hard work, and a good support team.” Business Transactions Attorney Trevor Brewer 1. Ask Yourself: Is It the Right Time to Sell? It’s easy to get caught up in the process of marketing and selling your business. Keep in mind, however, that there is a right time to sell. Market conditions, shifting consumer interests, and availability of competitors all affect whether you’re in a seller’s or buyer’s market.  As when selling a house, you should consider whether it is the right time to sell your business. Although there’s no exact way to do so, it’s often a good idea to evaluate the market conditions around the time you plan to sell; consider consulting industry experts or analysts who can give you advice. Then, before committing to a sale, ask yourself, Do I need to sell now? Or can I wait a year or more before putting my business out there? 2. Is the Buyer the Right Person for Your Company? Over time, your business becomes as much a personal endeavour as it is a professional one. This is especially true if you’ve been there since the beginning. As a result, it isn’t surprising if you’ve developed at least some emotional attachment to your business. Although it’s generally a good idea to remove emotions from the equation when it comes to selling a business in Florida, you can still consider whether you are comfortable with a potential buyer’s approach to your business. If their beliefs and goals don’t align with yours, are you still okay with the approach they might take? For example, would you care if the buyer purchases your business, guts it, and moves on? Or would you rather find someone as passionate as you are in taking your business to the next level? The answer to these questions may change during the sale process, but considering them early gives you the chance to lay out your priorities before it’s too late. 3. Have an Exit Strategy Business owners often find themselves hyper focused on building their business. Over time, doing so becomes as much a hobby as it is a job. As a result, they rarely consider how the business (or at least their involvement in it) will end. Accordingly, it is important to take some time to develop a proper exit strategy before putting your business out there. For example, you might consider Whether you want to transition to a new role within the company leadership as part of the sale; Whether you are financially prepared for a possible non-compete period after the sale; How you will manage or invest the proceeds of the sale; and Whether it is time to retire. When you’ve spent so much time growing your business, selling it can leave a hole in your daily routine. Accordingly, make sure you carefully consider how the sale will affect your life outside the business as well. 4. Take an Honest Look at the Strengths and Weaknesses of Your Business No business is perfect. Honestly evaluating where you can improve helps determine what your business is worth and whether it is time to sell. There’s no specific approach to this consideration, but looking at your business from the perspective of a potential buyer may be enlightening. Ask yourself, What does my business have to offer? For example, Do you have a strong customer base, or is much of your business concentrated in just a handful of clients? What valuable intellectual property or brand recognition do you have? How do your revenue and profit compare? If you’ve grown your business as a labor of love, then you may have some difficulty admitting its flaws. However, remember that when selling a business in Florida, buyers act based on what the business is like right now, not based on potential. If there are weaknesses, addressing them early can significantly increase the value of your business. 5. Familiarize Yourself with the Process of Selling Your Business In a perfect world, you’d have buyers lining up at your door ready to accept whatever terms you offer. In reality, the process is much more complicated than that. Depending on the nature of your business, your industry, and market conditions, simply finding a buyer may be extremely difficult. Accordingly, it’s a good idea to familiarize yourself with what selling your business in Florida actually looks like. Generally, you can expect the following steps: Find a broker: Unless you already have a willing buyer, the first step is usually to find an agent or broker who will connect you with one. Your broker should be familiar with your industry and trustworthy to act in your best interest. Appraise your business: Even before finding a broker, you need to get an appraisal of your business’s value. There are many ways to value a business, including using earnings before interest, depreciation, taxes, and amortization (EBITDA) or with the discounted cash flow method (DCF). Broker contacts potential buyers: Your broker will send an offer memorandum or “teaser” to potential buyers. This letter presents the value proposition of your business to any buyers. As a result, this letter is incredibly important and should be drafted by a professional. Buyer responds: If a buyer is interested, they will take some time to conduct due diligence to confirm that what you’ve said about your business is true. Hire an attorney: If you haven’t already, hiring an attorney will be necessary from this point on. If you try to sell your business without professional help,…

Almost all businesses will involve and contain certain confidential information. Whether it is a secret recipe for your restaurant or sensitive client data, there will almost certainly be data and information that must be kept safe and classified.  Unfortunately, however, it is not uncommon for confidential information to get out one way or another. To make matters worse, workplace confidentiality violations are sometimes caused by employees who may work for that very business.  When it comes to running a business, breach of confidentiality consequences can be dire. Thus, it is important to know when these situations might arise, the potential consequences, and what you can do in the aftermath. “Employees are trusted with a great deal of very valuable information. Despite an employer’s best efforts, it’s not always possible to prevent disclosure of confidential information.”  Employment Attorney Kristi Benson When you are faced with a breach of confidentiality situation in the workplace, do not hesitate to contact BrewerLong. Our team of Florida employment lawyers specializes in helping small and medium-sized businesses get through these types of legal disputes and more. What Is a Breach of Confidentiality? A breach of confidentiality occurs when proprietary data or information about your company or your customers is disclosed to a third party without consent.  Breaches of confidentiality happen to companies each and every day throughout the nation. A breach might exist where a trade secret is shared with a competitor, an employee’s private information is disclosed, or clients suffer the consequences of careless privacy practices.  Examples of Workplace Confidentiality Violations There are a variety of scenarios in which workplace confidentiality violations may occur. Regardless of the precise circumstances leading to the violation, the fact remains that breach of confidentiality consequences can be severe.  Disclosure of Employees’ Personal Information Employees provide substantial private information during the application and hiring process for a position. Such data might include credit information, social security numbers, and education history.  Employers are prohibited from disclosing the personal information of their employees without prior authorization. Failure to keep this information confidential may constitute a breach of confidentiality.  Client Information Is Obtained by Third Parties Data breaches target businesses and individuals all over the globe. And unfortunately, such attacks have only increased with the rising popularity of social media and the internet.  Hackers use emails, text messages, and online advertisements in an attempt to gain access to private information such as social security numbers, credit card information, or account passwords. Security measures, cybersecurity training, and workplace internet use guidelines aim to prevent the missteps that can lead to a breach. Any environment, not just online, lacking proper guidelines for privacy and security is susceptible to a breach of confidential information. For example, two employees talking about confidential client information at a public place could inadvertently disclose that information to a passerby. In such a scenario, these individual employees may face breach of confidentiality consequences due to their actions. Breach of Confidentiality Consequences Often, a breach of confidentiality is the result of the actions, or failure to act, of one or more individual employees. However, this does not mean that the business as a whole will not face any consequences.  In fact, the unfortunate truth is that a breach of confidentiality by even one individual employee can result in many adverse impacts to the entire business entity. Loss of Trust  Confidentiality agreements aim to protect the secrets and operations of the parties involved in the contract. Violation of the terms often results in the deterioration of those relationships and your reputation. Employees guilty of confidentiality breaches can face long-term consequences and find themselves blacklisted in the industry.  However, it is possible that the industry could likewise lose trust in your business. A breach of confidentiality is a serious claim that has the potential to cause others to lose faith in you, your employees, and your entire operation.  Thus, always take appropriate steps to prevent workplace confidentiality violations from occurring where possible. Negative Impacts on Your Business As customers, clients, and the community lose confidence in your ability to keep information confidential, this may lead to additional negative impacts on your business as a whole. An internal breach of confidentiality can affect your business’s overall brand and reputation, both of which are crucial aspects of growing your business. As a result, your business could lose employees, future clients, branding opportunities, and more.  Ultimately, this can result in a loss of valuable revenue for your company.  Civil Lawsuits Even more concerning for many businesses is the potential for civil lawsuits arising out of a breach of confidentiality. Many victims file civil lawsuits against businesses or employees who breach their confidentiality. However, being put in the position of defending a breach of confidentiality lawsuit is never ideal for any business, whether it is a new, growing, or well-established one.  The time and expense required to defend against such an action can put your business in an extremely difficult situation. Criminal Charges In some cases, breaches of confidentiality may even carry the possibility of criminal action. Criminal charges arise only in extreme cases that resulted in significant financial, emotional, or physical loss to the victim. For example, theft of intellectual property or using confidential information for financial gain could warrant criminal punishment. In the event of criminal violations, state or federal government officials prosecute the individual responsible for the breach.  What Can My Business Do About an Employee Who Caused a Breach? If an employee is responsible for workplace confidentiality violations, you may be wondering what recourse you may have. Many companies use confidentiality agreements when hiring new employees. A confidentiality agreement typically includes an explicit clause stating that an employee who breaches the confidentiality agreement will be terminated. Employment contracts also often authorize termination for the unauthorized disclosure of confidential information. Thus, termination may be a viable option. Sometimes, however, termination of the employee may not be sufficient to repair the damage that resulted from their breach. In certain cases, employees who commit confidentiality breaches and…

Limited liability companies, also known as LLCs, combine the benefits of corporations and partnerships into one business model. Members of an LLC can be added and removed for a variety of reasons. The terms of the operating agreement dictate nearly every aspect of your business, so including clauses for how to remove a member from an LLC is vital.  Our experienced business law attorneys will provide you with all the information you need to draft an operating agreement that will keep you in business and out of the courtroom. “Since ownership in an LLC is property belonging to the member, a member cannot simply be removed unless the Operating Agreement or the applicable laws provide a basis for removal.” Business Attorney Trevor Brewer Benefits of an LLC in Florida Many business owners elect to form LLCs because they combine the most desirable features of corporations and partnerships into one business entity. Easy to Form Articles of organization must be filed with the Florida Department of State to form an LLC in Florida. Additionally, you must pay a one-time filing fee of $125. LLCs must submit an annual report and pay a yearly fee to maintain good standing. Tax Benefits LLCs are “pass-through” entities, meaning that the LLC’s profits are not taxed at the LLC level. Instead, individuals who receive profits from the LLC will pay taxes through their personal income tax return. Corporations, on the other hand, are “double-taxed.” A corporation’s earnings are taxed at the corporate level, and shareholders must pay taxes again on the dividends they receive. Liability Protection Business owners seeking protection from personal liability often elect to form an LLC. The hallmark of an LLC is the limited protection for its owners from the liabilities of the LLC. An LLC is considered a separate legal entity from its owners. The owners’ personal assets cannot be accessed to pay the debts of the LLC. Only the amount of money each member invested is at risk.  Ownership and Management Florida law allows LLCs to have as many members as desired. Notwithstanding, Florida permits a single individual to form an LLC. There are two basic management structures for LLCs: member-managed and manager-managed. Member-Managed A member-managed LLC is, as the name suggests, managed by its members. All members are responsible for making decisions affecting the LLC in a member-managed structure. Manager-Managed Decision making in a manager-managed LLC falls on the manager. The manager handles the business affairs of the LLC, similar to a corporate director, while the members take a passive role in management and fulfill a role more akin to a shareholder. Manager-managed LLCs are more hands-off for members of the LLC, but members are still responsible for certain decisions, like how the profits and losses will be shared. How to Add a Member to an LLC in Florida The process for adding a new member to an LLC should be addressed in the LLC’s Operating Agreement. If the Operating Agreement does not provide specific instructions, then the Florida Statutes require that a majority of the existing members of the LLC consent to add a new member. In any case, the new member should sign the Operating Agreement, or all the members should sign a new Operating Agreement that includes the new member. When a new member is added to a member-managed LLC, it is also necessary to file articles of amendment or submit an amended annual report with the Florida Secretary of State to add the new member. The fee to file an amended annual report is $50. How to Remove a Member of an LLC in Florida Removing members from an LLC is usually more complicated than adding them. There are multiple options for removing LLC members depending on the circumstances. As always, the terms of the Operating Agreement are primarily controlling. The Florida Revised Limited Liability Company Act (the Revised Act) applies to the LLC if an operating agreement does not exist or does not address how to remove a member. Our team at BrewerLong possesses intricate knowledge of Florida LLCs and can tell you how to remove a partner from an LLC as smoothly as possible.  Voluntary Most operating agreements provide a process for ending membership in an LLC. An LLC buyout agreement can provide direction when a member decides to leave an LLC. The buyout agreement can allow remaining members of the LLC to buy out the departing member’s interest rather than allowing the interest to pass to an unknown party. Expulsion Based on Operating Agreement Most LLC operating agreements contain provisions that allow for the expulsion of LLC members as a remedy for the member’s misconduct. The operating agreement dictates the forms of misconduct that warrant expulsion. Expulsion Based on Unanimous Consent of LLC Members Under the Revised Act, a unanimous vote of the LLC members may be sufficient to remove a member in limited circumstances. These circumstances include: When it would be illegal to carry on the LLC’s activities and affairs with that person as a member; When that person’s entire transferable interest in the LLC has been transferred, unless the transfer was pursuant to a charging order or for security purposes; and When that member was an entity and the entity has since been dissolved. Even in the presence of one of these circumstances, obtaining unanimous consent can be tricky. Contact an experienced business law attorney for additional information. Expulsion by Court Order LLC members can request that a court expel an LLC member in limited situations. Florida law gives a court authority to expel an LLC member who: Has engaged or is engaging in wrongful conduct that has adversely and materially affected the LLC’s activities and affairs or is expected to do so; Has committed willfully or persistently, or is committing willfully and persistently, a material breach of the operating agreement or a fiduciary duty; or Has engaged or is engaging in conduct relating to the LLC’s activities and affairs which makes it not reasonably practicable to carry on the…

A question that many people have is, Can you sue an LLC member personally?  It’s true that one of the foundational characteristics of a limited liability company (LLC) is personal liability protection. However, this does not mean that LLC members can never face personal liability for actions related to their business.  “Just because you have a claim against a business that operates as an LLC does not mean that you might not also have a claim against the individual members. It’s important to consider every possible claim.” Business Dispute Attorney Michael Long If you are wondering whether you may be able to bring an LLC lawsuit against an individual owner, contact BrewerLong today. Our team of experienced Florida business law attorneys handles a wide variety of business-related legal matters. We are confident that we can help you fight to pursue and protect your rights. Florida LLCs: An Overview There are a number of reasons why many choose to form their Florida businesses as LLCs. Some of the advantages of forming as an LLC include: Simplicity of formation,  Pass-through taxation, and Flexibility in ownership and management structures.  One of the biggest advantages, however, is the personal liability protection that comes with an LLC.  This means that, generally, individual owners of the LLC are shielded from personal liability for any debts that the business entity itself incurs. Thus, the following assets of individual owners are typically separate from the LLC and are protected:  Homes,  Cars,  Personal bank accounts, and  Private investments. But of course, there are certain exceptions to be aware of.  When Suing an LLC Owner Personally May Be Appropriate While LLC owners have limited personal liability, this liability protection is not absolute by any means. In fact, there are a number of situations in which an LLC lawsuit against an individual owner or member may be appropriate. Individual Owner Guarantees Debts of the LLC In some cases, an LLC owner may guarantee debts of the business using their personal assets. Regardless of whether this is intentional or accidental, it may expose that individual owner to personal liability.  Examples where an individual owner, rather than the LLC entity, may be personally liable include situations where:  A contract was signed by an owner in their individual capacity, rather than on behalf of the LLC;  An individual owner personally guarantees a loan granted to the LLC, but the LLC fails to pay back the loan; or  You discover an LLC you have conducted business with has been using a bank account in the name of an individual owner. In any of these situations, you may be able to sue an LLC owner personally.  This can be beneficial for a number of reasons. For example, in some situations, you may find yourself suing an LLC with no assets. However, if you find that any individual owners have personally guaranteed the debts of the LLC, you may still have an avenue to recover what is owed.  Piercing the Corporate Veil Even in cases where an individual owner did not personally guarantee the debts of the LLC, you may still be able to sue an LLC owner personally. One such example is if you are able to “pierce the corporate veil.” When piercing the corporate veil, courts may ignore the limited liability status of LLC members and hold them personally liable. However, this can only be done in certain situations.  Generally, courts desire to uphold the protections provided by the LLC business structure. Thus, they will typically pierce the corporate veil and hold individual owners personally liable only where there is wrongful or fraudulent conduct or where there is no true separation between the LLC and its owners.  Factors that some courts may consider in determining whether to pierce the corporate veil include whether the LLC:  Engaged in fraudulent behavior and to what extent it did; Failed to comply with corporate formalities, such as filing requisite entity formation documents and holding annual meetings; or Commingled assets of the LLC with personal assets of individual owners. However, it is important to note that the laws in Florida regarding piercing the corporate veil are more restrictive than in other states. In fact, Florida Statutes section 605.0304(2) expressly states, “The failure of a limited liability company to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a member or manager of the company for a debt, obligation, or other liability of the company.” Thus, before suing an LLC and attempting to pierce the corporate veil, contact an attorney to discuss the facts of your case.  Breach of Duties as an LLC Member Florida Statutes section 605.04093 provides that LLC managers or members may also be personally liable where they breach or fail to perform their duties. However, personal liability may not be imposed unless the manager’s or member’s breach of, or failure to perform, their duties constitutes one of the following:  A violation of criminal law; A transaction that conferred an improper benefit upon the manager or member; An improper distribution; Willful misconduct or conscious disregard of the best interest of the LLC; or  Recklessness, or an act or omission committed in bad faith or with malicious purpose, or in a manner exhibiting wanton and willful disregard of human rights, safety, or property.  If you think an LLC owner may have breached their duties or failed to act, you may be able to sue them personally.  Thinking About Suing an LLC Owner Personally?  The business law attorneys at BrewerLong are standing by and ready to help.  Due to the limited liability protection afforded to LLC owners, determining whether you may be able to sue them personally can be difficult. Fortunately, our team has years of experience handling just these types of claims.  For more information on whether you have a potential claim, contact BrewerLong today for a consultation. Let’s discuss your case and see what we can do for you.

There are many options available if you want to start a business. The most common way is to set up a sole proprietorship. Florida business owners can start a sole proprietorship very easily. Keep in mind, however, that there are important pros and cons to consider. Depending on the type of business, a sole proprietorship in Florida may not be the best option. “It is very tempting for a person starting out in business to avoid the hassle and cost of forming a company and instead operating as a sole proprietorship. That may work fine for some businesses, but there are some important risks to consider.” Florida Business Attorney Trevor Brewer What Is a Florida Sole Proprietorship? A sole proprietorship is the simplest and most common business structure people use. Sole proprietorships are unincorporated, meaning they are owned and operated by a single individual. From a legal perspective, sole proprietorships are much different than other kinds of business structures; there is no separation between the owner and the business. Starting a Sole Proprietorship In Florida Unlike with other business types like LLCs or corporations, you do not need to register a sole proprietorship in Florida. I n fact, many freelance workers are likely operating as a sole proprietorship without knowing it. As a result, starting a business as a sole proprietorship is incredibly easy. However, if you plan to use a name other than your legal name, you will have to register it as a fictitious name. In Florida, a fictitious name is what you might know as a “doing business as” or “DBA” name. You can submit fictitious name registrations to the Florida Division of Corporations either online or by mail. Not including a certified copy, it costs $50 to register a fictitious name. Before you register a fictitious name for your sole proprietorship, Florida law requires that you advertise that fictitious name in at least one newspaper in the county where the business is located. Pros of a Sole Proprietorship in Florida By forming a sole proprietorship, Florida business owners can take advantage of several benefits they might not get with other business structures. Sole Proprietorships Are Easy to Form As mentioned above, sole proprietorships do not require any special registration. As a result, they are fast and easy to form if you want to get your business up and running quickly. Less Paperwork In addition to the lack of registration paperwork, sole proprietorships require less paperwork to operate in general. Unlike LLCs, corporations, and even partnerships, a sole proprietorship does not require any sort of formation document. This means no need to worry about drafting and maintaining an operating agreement, bylaws, or another kind of governing document. Inexpensive to Form and Operate Sole proprietor Florida businesses don’t have to pay anything unless they will operate under a fictitious name. Consequently, sole proprietorships are one of the cheapest business types to start. By contrast, other business types may cost hundreds of dollars in fees after all is said and done. Sole Proprietors Have Complete Control Because the sole proprietorship belongs to a single owner and operator, a sole proprietor has complete control over their business. They can make decisions and changes much more rapidly than in other business types. Simplified Taxes Tax laws treat a sole proprietorship as one and the same with its owner. Accordingly, the business itself is not taxed separately, and all business income is the same as the owner’s. Thus, sole proprietors only need to report their income from the sole proprietorship on their personal income tax return after calculating losses and expenses. Cons of a Sole Proprietorship Florida Unfortunately, the flexibility of a sole proprietorship also comes with several downsides. As a result, it is very important to consult with an attorney to determine whether a sole proprietorship is right for you. Particularly when it comes to personal liability, it may be worth it in the long run to spend the time setting up an LLC or corporation instead. You Have Personal Liability for Debts and Obligations One of the biggest reasons people choose to form LLCs and corporations is the limited liability they provide. Because the law views LLCs and corporations as separate entities from their owners, those businesses can take on debts by themselves. With a sole proprietorship, Florida business owners subject themselves to personal liability for any debts or obligations incurred by the business. This is true even if you operate under a fictitious name. As your business grows, this can pose a significant risk; your assets and personal finances are exposed and may be taken to pay off debts or judgments incurred by you, your business, or your employees. More Difficulty Securing Funding If you plan to rely on investments to help grow your business, a sole proprietorship may not be the best option. Because there are no stocks or other ownership interests to sell, sole proprietors must rely on personal loans rather than traditional “investments.” Investors may be less willing to provide funds under this arrangement. Simpler Taxes Mean Fewer Deductions Although tax rates may be higher among LLCs and corporations, they are permitted to make certain deductions for business expenses. Sole proprietors do not have this luxury, and depending on the cost of doing business, you may end up paying more in taxes as a sole proprietor. To avoid these issues, it is important to speak with a Florida business law attorney or tax professional about your situation. They can help you determine what kind of business structure will benefit your business the most. Other Businesses May Be Hesitant to Work With You Whether it is true or not, many businesses are under the impression that an unincorporated business is less stable or professional than an incorporated one. Therefore, some businesses may be less willing to engage with your business if it is a sole proprietorship. Selling Your Business Is More Difficult When you’re ready to sell your business, having a sole proprietorship can make this process…

Businesses registered in Florida, whether they are LLCs, corporations, or something else, may occasionally need a certificate of good standing. Fortunately, to get a certificate of good standing, Florida businesses need only complete a few simple steps. What Is a Florida Certificate of Good Standing? Simply put, a certificate of good standing, also called a certificate of status, serves as legal proof that you properly registered your business with the Florida Secretary of State. The certificate shows that your company is authorized to conduct business in the state of Florida. You can obtain a certificate of good standing for any business you’ve registered in Florida. In other words, both foreign (out-of-state) and domestic (in-state) business entities can get a certificate of good standing as long as they are registered. Why Do I Need a Certificate of Good Standing? There are many reasons why you might need a certificate of good standing. Although it is not necessary to have a good standing certificate, Florida businesses will often request one in certain circumstances. For example, since the certificate provides proof of the legitimacy and compliance of your business, a bank may request one when you apply for a business loan. A bank may also ask you to provide a certificate of good standing when purchasing business insurance or opening a business bank account. Additionally, a certificate of good standing will be necessary to do business in another state. Most states required business entities formed out of state to register as a foreign entity within that state. During this process, the Secretary of State in the new state will want to verify the status of your business using a Florida certificate of good standing. What Are the Requirements to Get a Florida Certificate of Good Standing? To get a certificate of good standing, Florida businesses must be properly registered with the Florida Secretary of State. In addition, the business must be one of the types of business entities for which a certificate of good standing is available—only for-profit and nonprofit corporations, limited liability companies, and limited partnerships may get a certificate of good standing. Additionally, a registered business must be current on all required documents for the year. For example, Florida requires certain registered businesses to file an annual report. You must file this report before requesting a certificate of good standing. Where to Get a Certificate of Good Standing in Florida To get a certificate of good standing, Florida businesses must order one from the Florida Secretary of State through the Florida Division of Corporations. Florida uses the term “certificate of status” instead of certificate of good standing, but they are the same document. You can order a certificate of status online to receive a PDF version or request a certificate by mail. If you order online, all you need is your entity’s registration or document number, an email, and a credit card.  If you order a certificate by mail, you must submit a written document that includes: The entity’s name; The entity’s registration number (or document number); What kind of document was filed for your entity and when; and A check or money order. If paying by check, the check should be payable to the Florida Department of State. Orders by mail should be sent to the Certification Section at: Department of StateDivision of CorporationsCertification SectionP.O. Box 6327Tallahassee, FL 32314 How Much does a Florida Good Standing Certificate Cost? The cost of a Florida certificate of good standing depends on the type of entity the certificate is for. The certificate costs $8.75 for corporations and partnerships and $5 for LLCs. Does a Florida Certificate of Good Standing Expire? When you order a certificate of good standing, it generally does not have an expiration date. However, if another business requests the certificate from you, they may require that you get it within a specified time period. For example, when a foreign corporation registers with the Florida Secretary of State, it must provide a certificate of good standing issued within 90 days of the filing date. Similarly, a bank or other business may request that you get a current certificate of good standing before doing business with you. Need to Hire a Florida Business Attorney? Getting a certificate of good standing is just one part of operating a business in Florida. BrewerLong specializes in providing valuable legal services to small and medium-sized businesses in the Orlando area. Whether you need help setting up your business, with intellectual property matters, or with other general business law issues, we can help. Contact us today online to schedule an introductory phone call with one of our attorneys.