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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

Corporate dissolution in Florida involves several critical steps, beginning with the approval from either the corporation’s directors or its shareholders. This is followed by the filing of Articles of Dissolution with the Florida Division of Corporations. The filing requires a nominal fee and demands precision to avoid delays. The dissolution process is complex, requiring meticulous attention to winding up affairs. Corporate dissolution includes, but is not limited to, settling debts, liquidating assets, and notifying creditors of the dissolution. The importance of navigating this process correctly cannot be overstated. Failing to properly dissolve a corporation can lead to lingering financial liabilities and potential legal challenges. Engaging OBD Legal, led by the experienced Andrew Obeidy, provides businesses with expert guidance throughout this intricate process. The firm's deep understanding of Florida's corporate laws ensures a smooth dissolution, minimizing liabilities and ensuring all legal requirements are met with precision. OBD Legal's comprehensive approach includes advising on the distribution of assets, final tax settlements, and post-dissolution responsibilities, safeguarding your interests and ensuring a clear path forward after dissolution

General Corporate Counsel

Engaging with an attorney who focuses on business law is essential for navigating the intricate legal landscape that Florida businesses face. Andrew Obeidy and the team at OBD Legal bring a wealth of knowledge and experience, offering services that cover the entire spectrum of corporate law. This includes advising on the formation of businesses, drafting vital operational agreements, ensuring that companies meet all regulatory compliances, and representing your interests in any legal disputes. The proactive and comprehensive legal support provided by OBD Legal not only helps to mitigate risks but also strategically positions businesses for growth and success in the competitive market of Fort Lauderdale. At OBD Legal, our commitment to serving as your trusted general corporate counsel is founded on a deep understanding of the critical role legal guidance plays in a company's success. Operating from Fort Lauderdale, we cater to businesses across Florida, providing comprehensive legal solutions that cover the full spectrum of corporate and commercial legal matters. Our services are designed to address the unique challenges and opportunities your business faces, ensuring you navigate the intricate landscape of business law with confidence and strategic advantage. Why Choose OBD Legal for General Corporate Counsel?
  1. Expertise Across the Board: Our team brings a wealth of experience in incorporation, corporate governance, executive compensation, employee benefits, and contract structuring for both local and international operations. We understand the complexities of the Uniform Commercial Code, trade regulations compliance, and international sales conventions, ensuring your business is well-prepared to face any legal challenge.
  2. Strategic Business Growth Support: Beyond addressing immediate legal concerns, we focus on your business's long-term success. This includes advising on acquisitions, strategic alliances, and navigating ownership structures that influence the trajectory of your business. Our approach is to work collaboratively across disciplines, leveraging insights from our extensive practice areas to deliver solutions that not only mitigate risks but also propel your business forward.
  3. Proactive Legal and Business Consulting: Prevention is key in the realm of business law. Early engagement with our team can help prevent legal issues that may arise, including litigation. By ensuring correct business entity formation, establishing procedures to avoid lawsuits, and creating robust contracts, we protect your business from potential legal pitfalls. Our counsel extends to all facets of running a business, guiding you through legal obligations while helping you secure a competitive edge in the corporate world.
  4. Comprehensive Legal Services: As your outside general counsel, we offer the efficiency and breadth of expertise that comes with a full-service law firm. This eliminates the need for managing multiple attorneys for different legal needs, providing a streamlined and cohesive legal strategy for your business. Our role as outside general counsel means we're always ready to address your legal needs as they evolve, ensuring your business receives timely, experienced advice across all legal matters.
  5. Cost-Effectiveness and Efficiencies: Engaging OBD Legal as your outside general counsel brings not only specialized legal expertise but also operational efficiencies. By handling a diverse range of legal issues under one roof, we free you and your management team to focus on what you do best: growing your business. Our flexible engagement models are designed to fit your business's needs and budget, offering peace of mind and allowing for better planning and allocation of resources.

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Testimonials

Andrew and his awesome associate Lexi were incredibly helpful and provided me with THE BEST service anyone could ask for. I had a dispute that evolved into a mess greater than expected. Thankfully Andrew Obeidy was right there every step of the way and cleared up ALL of my issues. He showed up in person, on the phone, and on Zoom for me. He went above and beyond for me and I am forever grateful. He is truly an attorney who you can trust to get the job done. Andrew and his team are incredibly fair, knowledgeable, and professional. I owe many thanks to Andrew and Lexi for their help. Obeidy & Associates are the ones to go with!

Wyatt Richardson

Had a great initial intake and confirmed as we thought that we had a very weak case. As has been my experience with other good attorney’s whom I have interacted, they give you an honest assessment of your odds before committing to a long drawn out legal process that goes nowhere.

Gary Roquemore

“Once a client always a client.” I had a few questions, in less than an hour, Mr. Obeidy returned my call. At no additional charge he answered some questions. Thanks to a competent staff and his continued loyalty, I’m forever grateful!

Lisa Gachette

I have come across few professionals that truly go above and beyond the call of duty. Andrew O’Beidy is one of the most authentic and informed attorneys in his field. Jovial and charismatic by nature, Mr. O’Beidy brings his confidence and experience in law to the forefront; bringing resolve and justice to the most egregious of situations. A dedicated and exceptional attorney, he leaves no stone unturned in his diligent representation of his clients. If you are interviewing attorneys for representation in your matter, he is the lawyer you’ll want on your side. A walking encyclopedia of knowledge for labor and employment law, Mr. O’Beidy is the best of the best. A proponent of truth and justice; he never misses a step.

Cynthia Castiglia

Andrew and his staff were top notch. Every aspect of my case was dealt with clarity, intelligence and utmost care. Would highly recommend.

Gabriel Morales-Bermudez

Hiring Obeidy was the best decision for my case on discrimination. He is a powerful attorney that will fight for justice. He along with his staff are always there for you for any questions or concerns.

Nellie Cervera

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