BUSINESS ENTITIES AND TRANSACTIONS
Limited Liability Companies:
- The entity of choice -- providing asset protection and income tax flexibility.
- Tax considerations -- income taxation treatment as corporation or partnership; Subchapter S election; taxation on formation, termination, admission of new members or foreign ownership.
- Formation -- articles of organization; organizational minutes; issuance of membership certificates; registered office and agent; annual reports; foreign LLCs operating in Florida.
- Operating agreement -- drafting; mandatory and default provisions; member contribution provisions; restriction on transferability of membership interests; dispute resolution.
- Managers and management structure -- agreement provisions; relations and duties; liability of managers and indemnification.
- Members -- voting; admission of additional members; assignment of interest; termination of membership; liability of members; rights to information; allocation of profits and losses; distributions.
- Conversions and Mergers -- creditors’ rights; tax consequences.
- Dissolution -- events causing dissolution; articles of dissolution; effect of dissolution; claims; tax implications.
- Transactions involving limited liability companies.
- Formation -- articles of incorporation; bylaw; amendments; organizational meetings; action without meeting and minutes; C corporations and S corporations tax status.
- Corporate name -- selection; reserving; rights for use.
- Administration -- registered office and agent; annual reports; service of process.
- Capitalization, Shares and Distribution -- debt or equity capitalization; subscriptions for shares; issuance of shares; share certificates; subsequent acquisition of shares; distributions to shareholders.
- Shareholders -- shareholder agreements; meeting and voting; rights of shareholders; meetings; voting; derivative actions.
- Directors and Officers -- indemnification; board of directors; meetings; conduct and liability; insurance.
- Mergers, Share Exchanges, Sale of Assets and Sale of Stock -- type of transactions; asset sales; asset allocation in taxable asset acquisitions; security interest of seller; stock sales; security law compliance.
- Corporate Dissolution -- voluntary; administrative; judicial dissolution.
- Foreign Corporations -- authority to transact business; maintaining and terminating authority; domestication of foreign corporations.
- Corporate Records and Reports -- shareholder’s right to inspect; judicial intervention.
- Department of State Division of Corporations requirements.
- General Partnerships -- creation; capital and tax structure; operating issues; sale and purchase of partnership and partner interests; termination of partnership.
- Limited Partnerships -- formation and operation; partnership agreements; filing, registration and annual reports; general and limited partners; admission and capital contribution; dissolution; family partnerships
- Formation; operation; dissolution; tax exempt status; procedures for obtaining tax exempt status from IRS; annual reports and public inspection requirements; prohibited transactions; unrelated business taxable income; excise tax for excess benefits; Florida taxes.
DEBTORS AND CREDITORS
- Analysis of creditors claims; unsecured claims; enforcement of secured claims; security interests in personal property; bankruptcy issues; prejudgment remedies for unsecured creditors; attachment; garnishment; perfection of judgment liens; exempt property; fraudulent transfers; discovery in aid of execution; attachment and levy; judicial lien enforcement; extraordinary remedies.