Fee Requirements

To set up a corporation in Florida, the company must pay fees associated with the application.  Florida has a relatively low corporation filing fee of $70.00.  Low business registration filing and maintenance fees are appealing to companies who are looking to cut cost during the business set-up phase. To maintain a corporation filing, Florida corporations are required to filing annual reports with the state.  These annual reports are provided to the shareholders of the corporation and describes the operations and the financial condition of the business.  The fee associated with the filing of an annual report for a for-profit organization is also relatively low at $150.00.

Laws & Regulations

When it comes to general laws and regulations governing corporations, Florida remains an attractive option for incorporation. Florida generally favors businesses in issues of liability and employment law. When it comes to business-related lawsuits,  corporations want to possess registration in a state where there is an advantageous lawsuit climate.  In addition, the limited liability feature of corporations prevents the courts from going after the officers of the corporation in their personal capacity.  In order for the courts to go after an officer (or officers) on a individual basis, the act in question must be intentional, self-serving, and egregious in nature. In fact, “piercing the corporate veil”  is seen as an extraordinary remedy in Florida.

Tax Implications

Leniency in tax laws is another major benefit of incorporating in Florida.  Florida is one of the few states with no individual income taxation.  Although not 0%, the corporate tax is at a relatively low flat rate of 5.5%.  Florida also has a number of tax deductions. The effect of the tax deductions create an environment where over half of the businesses in Florida do not pay taxes at all.

Fort Lauderdale Business Law Attorney 

Hiring an attorney for your business formation activities ensures that you have a legal advantage.  If a dispute arises, an experienced and knowledgeable attorney can guide you through your options and keep you informed of your rights.  Florida Brendan A. Sweeney is a business law attorney with years of experience advising on business formation issues.   Contact us for a consultation.

Resource:

dos.myflorida.com/sunbiz/forms/fees/#corp

Business Entity Type

The entity or business structure you have established will determine the steps state law requires for dissolution. If you own a corporation in Florida, you are required to file Articles of Dissolution either by mail or online and pay a fee of $35.00. This form is rather simple and includes boilerplate language that applies to most dissolving corporations. In order words, the paperwork is simply informing the state of the ending of the business. The forms are rather procedural and not very substantive. An LLC must also file Articles of Dissolution to start the process. The LLC should also look to its formation documents including its Articles of Organization and Operating Agreement to ensure that the business is being dissolved as agreed upon. All dissolution documents are filed with Florida’s Department of State. Parties must see to it that all the substantive processes of winding up the business is completed before filing the Articles of Dissolution.

Liabilities

As a part of running a business, the company may take on business loans or get into agreements with other companies and individuals. These are some of the liabilities the business has to ensure that its free from before dissolving the business. Owners are required to notify their creditors of their plan to dissolve. This will trigger a discussion about what happens owned monies. Further, all contracts the business entered into are also a form of liability. At the end of the entity’s existence, the owner must determine whether these contracts are to be lawfully assigned or terminated. Failure to lawfully end a contractual relationship can lead to lengthy litigation, which may increase the dissolution period. Similarly, the owner has to ensure that the business does not have any existing legal obligations per court orders.

Tax Implications

The responsible party should notify the Internal Revenue Service about the winding up of the entity. However, this notification is not only limited to the federal tax agency. The local and state-based tax agencies should also receive notification. The business is wise to have a tax professional or accountant on call to discuss the implications the dissolution will have on the business’ tax filings. The tax professional is able to advise on which business assets are taxed and accounted for. They will also advise on which items are eligible for deductions and write-offs.

Fort Lauderdale Business Law Attorney

Dissolving a business can become a complex process depending on the size of the business and how many other owners are involved. Hiring an attorney to oversee the winding up and dissolution process is a wise step. With legal counsel, you increase your chances of getting it right once and for all. Florida attorney Brendan A. Sweeney has years of experience advising on business dissolution issues. Contact us now for a consultation.

Resource:

form.sunbiz.org/pdf/cr2e012.pdf

Intentional Interference with Contractual Relationship Disputes

Tortious interference with a contractual relationship is a common form of dispute in commercial transactions. In these disputes, the burden of proof is on the plaintiff to prove that the claim is justified. To win on this claim, the plaintiff must prove a few elements. The plaintiff must prove that a valid contract existed; the defendant had knowledge of the contract; and the defendant acted intentionally and purposely to financially injure the plaintiff. Intentional interference can show up in many ways in the commercial realm. For example, an exclusive distribution contract exists between a supplier and a seller of products. Another supplier becomes aware of this exclusive contract. The new supplier works intentionally and purposely to disparage the name of the current supplier or they may even try to use sabotage. This is with the purpose of convincing the seller to drop the current supplier thus financially hurting the current supplier.

Sales-Related Disputes 

There is a reason why a whole body of law is specifically dedicated to sales contracts. This unique area of commercial contracting is fast-paced and specialized. Because of the fast-paced nature of this industry, disputes commonly arise. Disputes can stem from the contents of an order, timing and delivery, or even whether a contract was made at all. The Uniform Commercial Code is a standardized set of laws governing financial contracts generally and has a section specifically dedicated to sales contracts. Many of the disputes that arise in sales contracting are resolved by the UCC.

Trade Secret and Noncompete Disputes

Disputes surrounding trade secrets and noncompete agreements usually occur after an employee or shareholder no longer works for a company. Trade secrets are closely guarded information that companies use to severe a competitive advantage over similar companies. That is why employees, shareholders and associates are required to sign contracts to keep trade secrets even beyond the timeframe of their employment. Similarly, noncompete agreements ensure (many times these agreement are limited in duration, geographical location and scope) that a former employee does not use the business intelligence gleaned from one company to serve another.

Fort Lauderdale Business Law Attorney 

Legal disputes are inevitable no matter the industry. Hiring an attorney to become involved in your commercial transaction will ensure you have an advantage. If a dispute arises, a well-versed attorney can guide you through your options and keep you well-informed of your rights. Attorney Brendan A. Sweeney is a business law attorney with years of experience advising on commercial contracts and disputes. Contact us for a consultation.

Resource:

law.cornell.edu/wex/intentional_interference_with_contractual_relations

The Americans with Disabilities Act

The Americans with Disabilities Act was enacted in 1990 as a civil rights legislation. The ADA prohibits discrimination and guarantees people with disabilities the right to have the same opportunities as other Americans to participate in mainstream society. These opportunities include the ability to work, purchase goods and services and use state and local government programs. The ADA provides for equal enjoyment, opportunity and access for all people who are classified as having a disability.

Public Accommodations

Title III of the ADA prohibits discrimination on the basis of disability in places of public accommodation. These are businesses that are usually open to the public and fall into a limited amount of business categories. There are 12 types of businesses listed in the ADA that qualify as businesses requiring public accommodation compliance. Businesses that are seen as generally opened to the public fall into the categories including restaurants, movie theatres, schools, day care facilities, and doctors’ offices. Federal, state and local authorities run periodical checks on businesses to ensure their compliance with Title III regulations. Businesses that are found to be noncompliant are subject to costly civil penalties and are exposed to possible lawsuits from private citizens.

Avoiding ADA Title III Penalties and Lawsuits

The best business advice is to first check to determine whether your type of business is mandated to comply with public accommodation laws. If you are to seek compliance, you must be apprised of the periodical times where the government may audit your business. There exist consulting and construction services dedicated purely to building and advising on ADA compliant elements. If your business has been hit with an ADA related lawsuit alleging non-compliance with ADA laws it is time to seek the advice of legal counsel. These lawsuits usually end in extremely costly settlement agreements. In fact, some individuals can deliberately observe a particular business in preparation for an ADA noncompliance action. The best policy is to comply from the outset and remain in compliance.

Fort Lauderdale Business Law Attorney

ADA noncompliance issues can be extremely costly, but also avoidable. Do not let your business fall victim to a noncompliance penalty fine or a costly settlement agreement. If you are seeking to bring your company into compliance with ADA public accommodation laws, it is wise to hire an attorney.  With legal counsel, you increase your chances of getting it right once and for all. Attorney Brendan A. Sweeney has years of experience advising on ADA compliance issues as well as lawsuits. Contact us now for a consultation.

Resource:

ada.gov/ada_title_III.htm

Elements of Tortious Interference

There are a number of factors or “elements” that are required to substantiate a tortious interference claim. In Florida, a plaintiff may file a claim for tortious interference if (1) there exists a business or contractual relationship, (2) the defendant had knowledge of the relationship, (3) the defendant intentionally interfered with the relationship, and (4) the interference caused a breach of the relationship which causes damages (frequently economic damages). The second element of tortious interference is probably the one element that causes claims to fail. Although a third party interfered in your contractual relationship, there is no standing to file a claim if the third party did not have any knowledge of the existence of the relationship. Suffering damages based on the actions of a third party does not provide a cause of action if the third party wasn’t aware of the nature of your business dealings. Intentionality is also an important element when assessing all the moving parts. It may be the hardest piece to prove, if solid evidence of interference is not available.

Defenses to Tortious Interference

The best way to defend against a tortious interference claim is to attack the evidence the plaintiff provides. This is the strategy used with any cause of action requiring the existence of fact-based elements. For example, if a defendant wants to prove that his or her actions did not lead to the damages suffered by the plaintiff l, he or she would provide evidence proving that another cause resulted in the plaintiff’s loss. Additionally, the defendant can show evidence that he or she had zero knowledge of the plaintiff’s business relationship. Further, the defendant can show that the economic damage the plaintiff suffered was a result of another person’s actions or the damages suffered did not implicate the business relationship in question.

Fort Lauderdale Business Attorney

Attorney Brendan A. Sweeney has years of experience advising and assisting individuals with their business litigation needs. If an individual or entity has intentionally interfered with your advantageous business relationship, then you need to explore your legal options.  Attorney Sweeney provides individualized advice and services to suit your business needs. Contact us now for a consultation.

Resource:

law.cornell.edu/wex/intentional_interference_with_contractual_relations

Elements of Tortious Interference

There are a number of factors or “elements” that are required to substantiate a tortious interference claim. In Florida, a plaintiff may file a claim for tortious interference if (1) there exists a business or contractual relationship, (2) the defendant had knowledge of the relationship, (3) the defendant intentionally interfered with the relationship, and (4) the interference caused a breach of the relationship which causes damages (frequently economic damages). The second element of tortious interference is probably the one element that causes claims to fail. Although a third party interfered in your contractual relationship, there is no standing to file a claim if the third party did not have any knowledge of the existence of the relationship. Suffering damages based on the actions of a third party does not provide a cause of action if the third party wasn’t aware of the nature of your business dealings. Intentionality is also an important element when assessing all the moving parts. It may be the hardest piece to prove, if solid evidence of interference is not available.

Defenses to Tortious Interference

The best way to defend against a tortious interference claim is to attack the evidence the plaintiff provides. This is the strategy used with any cause of action requiring the existence of fact-based elements. For example, if a defendant wants to prove that his or her actions did not lead to the damages suffered by the plaintiff l, he or she would provide evidence proving that another cause resulted in the plaintiff’s loss. Additionally, the defendant can show evidence that he or she had zero knowledge of the plaintiff’s business relationship. Further, the defendant can show that the economic damage the plaintiff suffered was a result of another person’s actions or the damages suffered did not implicate the business relationship in question.

Fort Lauderdale Business Attorney

Attorney Brendan A. Sweeney has years of experience advising and assisting individuals with their business litigation needs. If an individual or entity has intentionally interfered with your advantageous business relationship, then you need to explore your legal options.  Attorney Sweeney provides individualized advice and services to suit your business needs. Contact us now for a consultation.

Resource:

law.cornell.edu/wex/intentional_interference_with_contractual_relations