Business Law

Business Formation

Your business structure may affect how much you pay in taxes, how much personal liability you are exposed to, your ability to raise funds, and the paperwork required to maintain your business in accordance with Florida Statutes. At Obeidy & Associates, P.A. we offer a wide range of services to help aspiring and existing business owners navigate the corporate formation process. Specifically, we can help you:

Choose the right business structure.

• Again, choosing the right business entity is important. The structure of your business can influence everything from taxes to day-to-day operations. Your corporate structure should have a tailored degree of legal protection to ensure long-term success.

File your Articles of Incorporation/Organization

• Filing Articles of Incorporation/Organization is necessary when creating a company. Let us handle the paperwork for you so that it is accurately, and lawfully, tailored to your needs.

Obtain an Employer Identification Number (“EIN”)

• Don’t navigate the IRS yourself. Let our team help get you set up with an EIN so you can open a business account and start being operational.

Help you designate a Registered Agent

• All business formations must have a Registered Agent. A registered Agent has one job: receive documents on behalf of the business and pass them to the appropriate person. Once a registered agent is selected, you can tell them who to notify if they receive litigation or other important documents.

Avoid Administrative Dissolution

• The Florida Division of Corporations has the power to administratively dissolve or revoke your business status if you fail to comply with certain formalities. We educate our clients on how to avoid later administrative dissolution and can be retained to handle administrative formalities on your behalf.

The list above is in no way intended to be exhaustive. Contact us today to find out how we can help you get started on forming your new business.

Contracts & Partner/Member Agreements

Whether you are a sole proprietorship or a limited liability company, you must protect yourself and your business through enforceable agreements.  Obeidy & Associates, P.A. has vast experience drafting:

• Partnership Agreements
• Corporate Bylaws
• Operating Agreements
• Shareholder Agreements
• Employment Agreements
• Non-Solicitation and Non-Disclosure Agreements

Business Advisors often opine that a business owner should “start and run their business with the end in mind.”  Ask yourself: have you prepared for the four inevitable D’s: Death, Disability, Divorce, and Disagreement?  Specifically,

• Do you have a will? If so, does it denote what you want to do with your business in the case of your death?
• If you became disabled or incapacitated, have you designated someone as your power-of-attorney who could handle your business affairs? Does this person know exactly what your wishes are if you became disabled or incapacitated and could no longer work?
• What about your business partners? Are you comfortable running the business with your partners spouse or children in the case of divorce or death?
• What happens when the partners disagree on a major business decision?
• What happens when a partner wants out?  What happens if YOU want out?

It is prudent and wise to plan for the aforementioned events and protect yourself through contract.

Business owners often erroneously believe that if they get sued, the case will be filed from an aggrieved customer, unpaid vendor, or some other third party.  They often overlook the reality that most litigation originates from within: owners, employees, and shareholders.  Internal disputes pose the highest risk of catastrophic collapse.  At Obeidy & Associates, P.A., we educate our clients to plan for the unexpected.  Contact us today to see how we can help you protect your interests through contract.

Corporate Formalities

What are Corporate Formalities?

Corporate formalities are largely a creature of statute.  Often, they encompass holding annual and special meetings, accurately documenting the minutes of those meetings, and maintaining certain corporate records at their principal place of business.

The types of formalities your business must adhere to depends on the structure of the business itself.  For example, all Florida Corporations must adhere to the provisions of Florida Statutes Section 607, and specifically the record keeping requirements of section 607.1601.

While statutes are often easy to read and defer to, business owners often do not know where to look.  They fail to read the statutes in their entirety and fail to fully comprehend how all the statutes work together.  Allow us to elevate that burden for you.  Should you opt not to retain us to help create, maintain, and store your records, we are more than happy to empower you and your team with the knowledge to correctly adhere to these formalities inhouse.

Why Follow Corporate Formalities?

In Florida (and most states), special types of business entities enjoy a “shield” from personal liability in most cases.  Most commonly, legal entities such as corporations, limited liability companies (LLCs), and Limited Liability Partnerships (LLPs) enjoy this protection.   Put simply, this means that you cannot be sued personally for the debts of your business.

Importantly, there are exceptions to this general rule.  If a shareholder, creditor, owner, employee, or otherwise can successfully “pierce the corporate veil” a Court will allow them to be sued in their individual capacity.

Florida Courts generally require three elements in order to “pierce the veil” of a business entity. They are: (1) a lack of separateness between the corporation and its shareholder(s); (2) improper conduct in the use of the corporation by the shareholder(s); and (3) that the improper conduct was the proximate cause of the alleged loss.  Piercing the corporate veil is not an independent cause of action, but rather an equitable doctrine allowing for recovery from the owners themselves.

While the failure to follow corporate formalities in and of itself is not enough to “pierce the corporate veil,” it is often considered in establishing the first element.  Courts will be looking to see if the legal entity was so closely aligned with the person interests and actions of its owner, that it cannot be rightfully considered an independent entity.  In addition to comingling funds, failure to follow corporate formalities is the most important factor in making that determination.

Protect yourself and your business by letting us handle the formalities for you.  We can be retained in a variety of ways to make sure that you never forget to schedule an important meeting, never forget to document that meeting, never fail to keep the appropriate records at your place of business, and above all things, never get your veil pierced.

Human Resource Compliance & Training

We have one main goal for our corporate clients: train and educate business owners on applicable, Florida employment law to ensure their employees never come seeking our help.

Even in the most successful business, workplace squabbles are almost impossible to avoid.  Conflicting personalities and differences of opinion are often inevitable.  If handled improperly, these minor disputes can, and often do, lead to time-consuming, expensive, and burdensome litigation.

Allow us to make sure that never happens to you.  At Obeidy & Associates, P.A., our goal is to empower clients through knowledge and training.  Courts frequently opine that “ignorance of the law is no excuse,” but Business Owners can’t solve problems they don’t know exist.  Ask yourself: Are you aware of all of the discrimination and harassment laws applicable to your business based on its size and location?  Are you aware of which employees should be receiving overtime compensation and which employees may be lawfully exempt?  Do you know what type of accommodations you must make for clients and employees that may be handicapped?

Only after you have been fully advised on all of the laws applicable to the type of business you are running, can you be truly empowered to prevent against future legal action.  At Obeidy & Associates, P.A., we will walk you through every applicable law and help you structure your internal policies and procedures to make sure you are fully adhering to same.  Give us a call today to see how we can help you with your Compliance Training.

Corporate Dissolution

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General Corporate Counsel

Under Construction