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Articles Tagged with Florida corporate law

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.

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:

Virtually all states are looking to increase tax revenues and Florida is no exception.  One area in which the state is becoming more aggressive is the collection of documentary stamp taxes.

As outlined in Florida Statue §201.02, this stealth tax  must be considered in virtually all transfers of interests between or within Florida corporate entities, and all transfers of real estate, including real property gifts between family members.  Evaluating this tax can be tricky!

Here are some examples:

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