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Articles Tagged with Corporation

by: Phillip B. Rarick, Esq.

We have been helping small business owners survive and thrive – in good times and bad – for over 25 years. Here is how we may be able to help you in this current challenging business environment.

1.    Contract Review and Force Majeure. A Force Majeure clause is a standard clause in many contracts. If you have a contract you are trying to get out of – or the reverse – if you have a person trying to nullify performance under your existing contract the interpretation of the “Force Majeure” clause will be a determining factor.

by: Phillip B. Rarick, Esq.

Here is the good news/bad news I received from my bank today regarding my Paycheck Protection Program (PPP) Application:  The good news:  your application has been approved; the bad: the SBA is out of money and you must wait for Congress to refund the program!

Although I have heard of a few small businesses that have received funding I am guessing that most persons reading this letter have encountered similar frustrations. Note: if you have received funding, please so reply.

by: Phillip B. Rarick, Esq.

The Covid-19 Pandemic has changed the world as we know it and presented daunting challenges we have not encountered in our life time. It requires a total review of your estate plan and business entities to assure you are taking full advantage of Florida laws designed to protect your family and business.

The hard new reality: What plan was best for you prior to 2020 may not be what is best for you today

By Phil Rarick,  Esq., and Jacqueline Bowden Gold, Esq., Miami Asset Protection Attorneys

The Covid-19 Pandemic has changed the world as we know it and presented daunting challenges we have not encountered in our life-times. It requires a total review of your estate plan and business entities by an experienced Miami asset protection attorney to assure you are taking full advantage of Florida laws designed to protect your family and business.

Take this three minute survey for a quick assessment. Your family will thank you!

By Phil Rarick, Esq. & Jacqueline Bowden Gold, Esq., Miami Asset Protection Attorneys

The Covid-19 Pandemic has changed the world as we know it and presented daunting challenges we have not encountered in our life-times. It requires a total review of your estate plan and business entities by an experienced Miami asset protection attorney to assure you are taking full advantage of Florida laws designed to protect your assets from creditors.

Take this three minute survey for a quick assessment – it may be the most valuable survey you take this year!

by: attorney Phillip B. Rarick

You can always count on the Americans to do the right thing – after they’ve tried everything else. –   Winston Churchill.

Millions of small business owners and self-employed have filed for loans under the  Paycheck Protection Program because part or all of the loan can be forgiven if you retain your employees and maintain their salary levels.

By: Jacqueline R. Bowden Gold, Esq. and Phil Rarick, Esq.

The Coronavirus has left the US economy in a stand still. It has forced businesses to shut down and events to be cancelled or postponed across the nation – creating significant anxiety for small business owners. During these times, many businesses are unable to or fear they will become unable to fulfill their contractual obligations.

Here is a term you’ve probably heard before but never paid much attention to: Force Majeure. If you are unable to fulfill your contractual obligations or are worried that the obligor (the person who has a duty to perform) under an existing contract will not perform, Force Majeure is an important provision to look for in your contract.

Big Question: Can your practice survive if you suddenly die or become incapacitated? 

Royal-Flush-florida-professional-association-post-300x215Recently, a highly respected physician suddenly died owning 100% of his practice in a Professional Association. No other person was listed on Florida’s Sunbiz.org as an officer.  Payroll was paid on a weekly basis.   Even though the Professional Association had been assigned to the doctor’s living trust, the bank (a large Florida bank) refused to give the successor trustee access to the Professional Association’s bank accounts citing F.S. 621.06, 621.09 and 621.11.

The statutes cited limit ownership of  a  P.A.  to a licensed professional.   We contend the Bank’s interpretation is overly narrow because no court has held that transfer of any interest to a living revocable trust is a transfer of beneficial interest. A living revocable trust is essentially the settlor.   Although we believe the bank’s interpretation of these statutes is wrong it is not worth fighting the bank.  The bank holds all the valuable cards:  the King, the Ace and of course all the money.

By Phil Rarick, Esq.

Here is a simple fact:  most small businesses cannot afford or even survive a major dispute between partners if the dispute ends up in court.   Such disputes can doom the small business due to interruption of the company business, distract the principal partners from focusing on growth, and soak up all capital needed to sustain the company.

The following are 5 Take Away Points for avoiding court intervention in your business:

By Phillip B. Rarick, Miami Trust Attorney


Time for a Spring Check-Up for your Florida corporate entities. This note is our annual reminder to review your Florida corporations, LLC’s (limited liability companies), or partnerships. Here is our 7 Point Checklist:

1.    Annual Minutes Up-to-date?

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