Category Archives: Business Law

Piercing the Corporate Veil: When Can the Owners Be Liable?

Piercing the veil means the court disregards the limited liability protection and the person suing the company can go after the owners personally.



Can a Shareholder or Member Transfer Shares?

One of the biggest strengths of the corporate form is its provision of limited personal liability to owners.



Perfecting the Security Interest

A secured party should perfect their security interest, after attachment, in order to fully ensure its legal rights against a third party claiming that they have an interest in the same collateral. By perfecting a security interest, a secured party gains priority over subsequent creditors claiming the same collateral.



What is a Security Interest?

A security interest occurs when a debtor, which can be a person or business, borrows money from a creditor or more specifically a secured party and they agree to execute a security agreement. In the event the debtor defaults by not paying back the loan or by violating a provision in the agreement, the secured party can seize the collateral and may sell it to satisfy the debt.



Why is an LLC Important?

Today, many businesses are forming as a Limited Liability Company (LLC) and are finding that an LLC offers the “best of both worlds” of corporate forms.



What is an Accidental Franchise?

Failure to follow the formalities required under state law and by the FTC might unintentionally create a franchise agreement.



What is a promissory note?

We’ve all heard the old story of two friends sitting at a bar and one agrees to loan the other money. They write out an agreement on a napkin for the loan and believe it or not, if the writing on the napkin includes the required terms, it can be a binding promissory note and…   + Read More…



What are some of the benefits of having a shell company?

What is a shell company? A shell company is an entity that does not have any active business operations or significant assets. Most people believe that shell companies are illegal. They are legal but are often used illegitimately, such as to disguise ownership or hide assets. The only business practice that shell companies partake in…   + Read More…



What is Florida Construction Industry Recovery Fund?

Where has all my money gone? If you have ever found yourself asking this question when working with a contractor or construction company, and the project seems to always be going over budget, then you may be entitled to recover from the Florida Construction Industry Recovery Fund. However, there are a few qualifications you must…   + Read More…



¿Cuáles son los riesgos de responsabilidad civil para los funcionarios corporativos al disolver una Corporación FL?

Si usted es un director o funcionario de una corporación que se encuentra en proceso de disolución, debería evaluar si pudiese ser responsable personalmente por obligaciones y deudas de la corporación. Si no se siguen los trámites corporativos y la corporación procede con las distribuciones a los accionistas antes de satisfacer las deudas corporativas pendientes,…   + Read More…



What are the liability risks for corporate officers when dissolving a FL Corporation?

If you are the director or a corporate officer of a corporation in the process of dissolution you might want to evaluate whether you will be personally held liable. If corporate formalities are not followed and the corporation proceeds with distributions to the shareholders before satisfying outstanding corporate debts, the directors might be held personally…   + Read More…



Should an Independent contractor incorporate as an LLC or S-corporation?

Generally, independent contractors, also known as 1099 workers, are considered self-employed and a sole-proprietorship. As such you will be required to pay self-employment taxes. As an independent contractor, you can be sued for your actions or inactions in performing your work. Thus, while a sole proprietorship is the cheapest option, your personal assets may be…   + Read More…



How important is an attorney’s fee clause?

When writing a contract people usually think that putting in the basics about what they are agreeing to and some standard legal language will cover everything with the agreement. However, most people don’t like to think of the possibility that something may go wrong with their contract and may end up having to take that…   + Read More…



Does my website need to be ADA compliant?

The Americans with Disabilities Act (ADA) enacted in 1990, prohibits discrimination on the basis of disability. Specifically, Title III of the ADA prohibits discrimination on the basis of disability in a place of public accommodation, including movie theaters, schools, restaurants, and office buildings. All public places and privately-owned commercial facilities must comply with ADA standards….   + Read More…



How does Chinese Overtime work?

The Fair Labor and Standards Act (FLSA) provides that employees paid on an hourly basis must be compensated at the rate of one and one-half their regular wage for each hour over 40 worked in a week. It’s fairly simple, if you are paid $10 an hour and you work 50 hours in one week,…   + Read More…



An Overview of Qualified Business Income (QBI) Deductions: Part Three; Taxpayers Between the Taxable Income Thresholds

The first and second post of this series on QBI deductions analyzed the purpose of the deduction and how it applies specifically to taxpayers below the lower threshold or above the higher threshold. This post addresses taxpayers that fall between the two thresholds. Taxpayers between the lower threshold ($157,500 for individuals or $315,000 for joint…   + Read More…



An Overview of Qualified Business Income (QBI) Deductions: Part Two; Taxpayers Above the Higher Taxable Income Threshold

The first post in this series on QBI deductions examined the purpose of the deduction, who can claim it, and how to calculate QBI deductions for taxpayers in a lower threshold. This post specifically addresses taxpayers with a taxable income above the higher threshold of $207,500, for individuals, or $415,000, for joint filers. If a…   + Read More…



An Overview of Qualified Business Income (QBI) Deductions; Part One

A new and important provision in the Tax Cut and Jobs Act (TCJA), enacted in December of 2017, is Section 199A, which allows deductions for qualified business income (QBI). This post is part one of a three-part series and addresses what QBI is, who may claim QBI deductions, how they may claim such deductions, and…   + Read More…



What are the deductions for the new tax act?

The Tax Cuts and Jobs Act passed in 2017, and effective in 2018, provides businesses with a reduced tax rate, but also significantly alters the tax deductions businesses can claim. Some major categories of tax deductions that have been adjusted are meals, entertainment, and travel for either employees or clients. The changes are provided in…   + Read More…



What is Slander of Credit?

The saying used to go, “A man’s only as good as his word.” However, these days, according to banks and other lenders, A man is only as good as his credit. Whether it is applying for a home loan, car loan, personal loan, credit card, or even getting approved to rent an apartment. Your credit…   + Read More…



Are credit card surcharges allowed in Florida?

Credit card surcharges, which are costs added simply for the privilege of using a credit card, are illegal in 10 states, including Florida. Florida Statute § 501.017 states, in part: “(1)…A seller or lessor in a sales or lease transaction may not impose a surcharge on the buyer or lessee for electing to use a…   + Read More…



What type of social media posts are admissible in court?

As in with all pieces of evidence, we must ask the same question when it comes to Social Media Posts. Shall we let it in? However, unlike a contract or a scribble on a sheet of paper, social media posts pose a different, yet similar hurdle to clear to admissibility. As would be the case…   + Read More…



Can you claim trademark infringement on Google Adwords?

Google allows businesses to purchase advertising space, causing your advertising material and website link to appear more prominently as a result of a search for a particular keyword. However, companies that have a trademark on certain words may have a case for trademark infringement for these types of actions. In 2017, the Tipsy Elves, LLC…   + Read More…



Can Facebook Live videos be considered as evidence?

Social media seems to evolve from minute to minute. Previously, we explored the admissibility of social media posts as evidence in a trial, and what obstacles there were into admitting the post. In Trail v. Lesko, No. GD-10-017249, 2012 Pa. Dist. & Cnty. Dec. LEXIS 194 (C.P. July 3, 2012), the Court gives examples of…   + Read More…



How do I write off “bad debt”?

There are two types of bad-debts: business and non-business. A business bad debt expense arises from operating your trade or business, so it is pretty simple to spot. These deductions are deducted on Schedule C of an individual income tax return or on the applicable business income tax return. Most small business owners run into…   + Read More…



What are the most common types of foreclosure?

A foreclosure is the legal process in which the lender attempts to recover the balance of a loan by forcing the sale of the property used as collateral for the loan. Foreclosure occurs when the homeowner is unable to make mortgage payments to the lender. A homeowner has a few options to avoid foreclosure. The…   + Read More…



Can a parent be liable for their adult child?

The question of liability for the actions of a third party has been litigated on several occasions in the state of Florida. Specifically, the Fourth District Court of Appeal ruled on the liability for parents on the actions of an adult child. The court found, “there is no duty to control the conduct of a…   + Read More…



What is an I-9?

Immigration Reform and Control Act of 1986 (IRCA) requires all employers to complete a Form I-9 to verify the identity and work authorization of every employee hired, regardless of citizenship. It is the employer’s duty to verify employment authorization. Form I-9 must be completed within three days of the first day of employment. This means…   + Read More…



The 2014 Offshore Voluntary Disclosure Program is Ending

Unreported foreign accounts or income could trigger huge penalties and criminal liability in the U.S. The IRS has fined taxpayers for unreported offshore assets as much as 300% of the accounts the IRS discovered. So, if you’re hiding $1 million in the Cayman Islands, and the IRS catches you, the penalty could be as much…   + Read More…



Can Lawyers Share a Life Insurance Fee in FL?

When a client purchases a life insurance policy, there is usually a fee attached to it, that is charged by the insurance advisor. The fee is charged in exchange for the advice given in terms of an opinion on the fairness of the premium paid by the policy, the adequacy of the insurance used for…   + Read More…



An Introduction to Small Claims Court

Litigation is not always complex issues with big payouts for the winning party. There are civil actions where the issue does not exceed $5,000 (exclusive of costs, interest, and attorney’s fees), known as Small Claims Court. The most common types of cases in small claims courts are: Personal Injury Cases Breach of Contract Cases Open…   + Read More…



What are the civil and criminal penalties for violating Florida Notary Law?

What does it mean to be a Notary Public in the United States? A Notary Public (“notary”) is a state government official of integrity appointed by a top official of their state, to serve the public as a witness in performing a variety of official fraud-deterrent acts related to the signing of important documents. Notaries…   + Read More…



What can you do when your foreclosure is set for sale?

What is a Foreclosure? A bank will usually foreclose on your house after you have failed to make four successive payments. The bank will send you a notice of default which is an indicator that they are intending on beginning foreclosure proceedings. These proceedings can usually take anywhere between six months up to a year….   + Read More…



I received a foreclosure summons, what do I do?

You’ve received a foreclosure complaint. Before you have a panic attack and believe you are going to lose your house, call an attorney. It is important to seek legal counsel and learn your rights because this may be complicated and stressful. To help relieve some of that stress, we will go into detail about the…   + Read More…



What is a Totten Trust?

A Totten Trust is a type of estate planning mechanism more commonly known as a “Payable-on-Death” (POD) account or an “In Trust For” account. The name “Totten” comes from a 1904 New York case, which was the first court ruling that allowed setting up a bank account in trust for a beneficiary. With a Totten…   + Read More…



What is an Intentionally Defective Grantor Trust?

What is an Intentionally Defective Grantor Trust? An “Intentionally Defective Grantor Trust” (IDGT) is a tool used for strategic estate planning and income tax purposes. Generally, the grantor funds the trust with appreciated or highly liquid property. Often times, the IDGT beneficiaries are the grantor’s spouse, children, or grandchildren. An IDGT is considered a grantor…   + Read More…



Financial Fad: Cryptocurrency; Issues with ICO’s and FL Causes of Action

In the wake of the 2017 cryptocurrency “fever,” the wall street journal shines light on the potential problems to come with cryptocurrency and fraudulent initial coin offerings (ICOs). An ICO is a platform for investors to buy and sell digital assets, such as tokens or coins. During an ICO companies use coin offerings to raise…   + Read More…



An insight on Jeremy Alters’ Bar Suspension

The Florida Supreme Court issues a SUA Sponte suspension of Jeremy Alters. A sua sponte suspension means the judges ordered the indefinite suspension on their own will. Neither of the parties or the lower court requested a bar suspension. Jeremy Alters went from a prominent attorney who won the largest attorney fee award in South…   + Read More…



Estate Planning with Property Outside the United States

How Do You Plan Your Estate If You Have Property Located Outside the U.S.? A common concern for U.S. citizens who own real property in a country outside the U.S. is, “How do I plan my estate when I have real property located outside the U.S.?” If this concern is not well planned, there may…   + Read More…



Substantial Presence Test

If you are a snowbird or a person that likes to spend a considerable amount of time in the U.S. (often to escape the winters in your country), you should be aware that you might be liable for U.S. income tax. A person is considered a United States resident for tax purposes if she meets…   + Read More…



Short & Simple: How to obtain an ITIN

An Individual Taxpayer Identification Number (ITIN) is a tax processing number issued by the Internal Revenue Service. The IRS issues ITINs to individuals who are required to have a U.S. taxpayer identification number but who do not have, and are not eligible to obtain a Social Security Number (SSN) from the Social Security Administration (SSA)….   + Read More…



Trust Fund Recovery Penalty and the IRS

If you are reading this article, it is likely because you or someone you know received a letter from the IRS. The letter is probably several pages long, gives the name of a revenue agent to contact, and indicates that the IRS is seeking to assess the Trust Fund Recovery Penalty (TFRP) against you under…   + Read More…



U.S. Tax considerations for Foreign Non-Residents.

1. Resident Alien of the U.S. for Tax Purposes Under the Internal Revenue Code, an individual is a resident alien of the U.S. for tax purposes if they meet either the green card test or the substantial presence test for the calendar year (January 1 – December 31). To meet the substantial presence test, an…   + Read More…



OVDP is ending, now what?

The Offshore Voluntary Disclosure Program or, OVDP, essentially is designed to allow taxpayers to come clean with the certainty that they will not face criminal prosecution for not previously disclosing their overseas accounts. Taxpayers have the added benefit of receiving a fixed penalty structure for settlement of past non-compliance. In exchange for their voluntary compliance…   + Read More…



Does My Company Need a Document Retention Policy? What is a Document Retention Policy Anyways?

What Is a Document Retention Policy? A document retention policy is a company policy, which establishes the customary practice and guidelines regarding the retention and maintenance of company records, and sets forth a schedule for the destruction of certain documents received or created during the course of business. Both state and federal laws require each…   + Read More…



How to : Authentication of Evidence and Social Media

Social media has a big influence in our lives in today’s age. Social Media is defined by Merriam-Webster as forms of electronic communication (such as websites for social networking and microblogging) through which users create online communities to share information, ideas, personal messages, and other content. There are various social media platforms such as Facebook,…   + Read More…



What is FBAR?

The Bank Secrecy Act rules require taxpayers with financial accounts outside of the United States which total more than $10,000 in the aggregate to file an annual report – called the Report of Foreign Bank and Financial Accounts or “FBAR” – with the IRS.  For certain taxpayers with offshore accounts totaling more than $50,000, Form…   + Read More…



Did you know there are “Whistle Blower Awards”?

WHAT IS AN IRS TAX “WHISTLEBLOWER”? A “whistleblower” is someone who reports misconduct by an employer, co-worker, or another party. For decades, whistleblowers have assisted the Internal Revenue Service (“IRS”) in identifying and prosecuting tax law violations. In 2006, under the Tax Relief and Health Care Act, the IRS Whistleblower Office (“WO”) was created to…   + Read More…



What is the 1031 “Like-Kind” Exchange and what has updated?

What is a 1031 “Like-Kind” Exchange Under the Prior Code? A 1031 exchange, also known as a “like-kind exchange,” allows an investor to “defer” paying capital gains taxes on an investment property when it is sold, as long another property of “like-kind” is purchased with the profit from by the sale of the first property….   + Read More…



The 2018 Federal Tax Filing Due Dates

Important dates to keep in mind for this tax season! Deadline Type: Partnership (Form 1065) and S-Corporations (Form 1120S) – March 15, 2018 C-Corporations (Form 1120) and Individuals (Form 1040) – April 17, 2018 Exempt Organizations, Nonprofits and Charities (Form 990) – May 15, 2018 Trusts and Estates (Form 1041) – April 17, 2018 Foreign Bank Account Reporting (FBAR…   + Read More…



What Must a U.S. Citizen Do Upon Receiving a Large Cash Gift from a Foreign Non-Resident?

As a general rule, foreign gifts of money or property received by a U.S. citizen from a foreign non-resident will be treated as a gift for IRS tax purposes. Reporting Requirements IRS gift taxes only applies to the individual making the gift, not the person receiving the gift. Typically, foreign non-residents are not liable for…   + Read More…



Single-Member LLCs and the New Form 5472 Rules

A Single-Member Limited Liability Company (“SMLLC”) is a Limited Liability Company (“LLC”) which only has one owner and is not classified as a corporation. A SMLLC is also known as a disregarded entity, because it is generally disregarded as separate from its owner. Disregarded entities do not have Internal Revenue Service (“IRS”) U.S. tax filing…   + Read More…



Are independent contractors subject to non-compete agreements?

Are independent contractors subject to non-compete agreements? Generally, no. However, in Florida, which is considered to be the most employer friendly state in the country when it comes to non-compete agreements, independent contractors are subject to covenants not to compete just like employees are. Employers interested in entering into a non-compete agreement with an independent…   + Read More…



How to look up your Florida company status on Sunbiz.org.

As corporate attorneys, we hear all kinds of questions regarding LLC’s, Corporations, and other types of entities. However, a frequent question we get comes from other members of said company, asking for basic publicly available information. We are happy to help our clients but we thought we’d share how to research the status of your…   + Read More…



2018 Florida Corporate Renewal Brief

If you’re the proud owner of an LLC, Corporation, or anything under those categories then you’ll want to look at our Corporate Renewal Brief below. For starters, the due date for corporate renewals is May 1st, 2018. The State of Florida requires that your company update the following: Directors / Managers Addresses Registered Agent(s) After…   + Read More…



EPGD Law Guide to the New 2018 Tax Reform

If you’re a business owner, you’re probably under some sort of tax category when you first registered your business. Well, did you know there is a new tax reform in the works that could possibly change all that? The new tax reform, which is expected to be signed into law by President Trump, comes with…   + Read More…



Tax Law Changes Affecting Partnerships and LLCs starting January 1, 2018

The 2015 Bipartisan Budget Act (the “BBA”), which was signed into law on November 2, 2015, modified certain audit and tax election rules for entities taxed as partnerships (including most LLCs). The IRS has now issued proposed regulations that will take effect on January 1, 2018, which will have implications that necessitate review and action….   + Read More…



The Benefits of having a Buy-Sell Agreement

A buy sell agreement, also known as a buyout agreement, protects business owners when a co-owner wants to leave the company, and protects the owner who’s leaving. It protects everyone’s interests in cases where a co-owner wants out of the business, to retire, to sell his shares to someone else, goes through a divorce, or…   + Read More…



Non-Compete Agreements and Restrictive Covenants

Florida is known as the most employer friendly state in the country when it comes to Non- Compete Agreements. Florida restrictive-covenant statute, Fla. Stat. 542.335, favors an employer enforcing a non-compete agreement over a former employee. The statute has a rebuttable presumption that a violation of an enforceable restrictive covenant creates irreparable injury. This statute…   + Read More…



Tax Law Changes Affecting Partnerships and LLCs starting in 2018

The 2015 Bipartisan Budget Act (the “BBA”), which was signed into law on November 2, 2015, modified certain audit and tax election rules for entities taxed as partnerships (including most LLCs). The IRS has now issued proposed regulations that will take effect on January 1, 2018, which will have implications that necessitate review and action….   + Read More…



Non-Compete Agreements and Independent Contractors

According to FL Statute 542.335(1)(d)(1), non-compete agreements are enforceable against an independent contractor just like an employee. However, the agreement signed may not be legally enforceable for other reasons. Non compete agreements must serve to protect an employer’s “legitimate business interest.”Florida law sets out a non-exclusive list which includes: trade secrets, confidential business or professional…   + Read More…



Is Franchising right for you?

Let’s begin with the basics. To understand what we’ll be talking about in this blog post, you must first know what defines a Franchise. Franchise.org defines Franchise as a “method for expanding a business and distributing goods and services through a licensing relationship”. These relationships are defined by the franchisor (the entity or person granting…   + Read More…



Trademarks: Contested v. Uncontested

Some may assume that once a federal trademark registration is obtained it grants the exclusive right to use the mark on particular goods or services and can readily prevent use of the mark by any other party. However, trademark law is more complicated than that. In reality, having a trademark registration, even a valid and…   + Read More…



Where there’s a will, there’s a way! #CivilTheftRelief

If someone has had money or property taken from them by means of theft, fraud or exploitation, Florida’s Civil Theft Statute may offer them relief, and harsh punishment for the perpetrator. Under Florida Statute 772.11, plaintiffs who assert successful civil theft claims are entitled to recovery of treble (triple) damages and attorney’s fees. Civil theft…   + Read More…



"Drive By" Lawsuits…. what?

You might think we’re listening to too much Gangsta’s Paradise when in reality, we’re talking about a current legal trend – ADA “Drive By” Lawsuits. To know what we’re talking about, you must first understand a little bit about ADA. The Americans with Disabilities Act (ADA), enacted in 1990, prohibits discrimination against people with disabilities in…   + Read More…



A Mini-Guide for Employers on Writ of Garnishment

Writ of Garnishment, a seemingly familiar term that has been heard through the grapevine and usually regarding a former employee experience. Yet, there are significant repercussions, such as liability for debt, that employers need to be aware of. We first begin by understanding what a Writ of Garnishment is. Essentially, it is an order issued…   + Read More…



Let’s blow the whistle on this joint.

A “whistleblower” is someone who reports misconduct by an employer, co-worker, or another party. For decades, whistleblowers have assisted the Internal Revenue Service in identifying and prosecuting tax law violations. In 2006, under the Tax Relief and Health Care Act, the IRS Whistleblower Office was created to oversee the IRS whistleblower program, which rewards informants…   + Read More…



Is your spouse a Non-US Citizen? Do you have a QDOT in place?

An important estate tax deduction for U.S. citizens and resident aliens is the unlimited marital deduction. This deduction allows an individual to transfer an unrestricted amount of assets to his or her spouse at any time, including at the death of the transferor, free from gift or estate tax consequences. However, the unlimited marital deduction…   + Read More…



What happens to a Single Member LLC, once the member of the LLC dies?

An LLC can survive beyond the death of its owner. This is determined by the LLC’s operating agreement. When creating a one member LLC, you may need to insert a provision in your operating agreement insuring a smooth transfer of ownership to another person or organization after the member’s death. In the case where there…   + Read More…



Receiving Social Security from an Ex-Spouse

If your ex-spouse was the primary earner, you might be eligible for a higher social security benefit based on his or her work history instead of your own. However, there are limitations, and you must fall within all these categories to qualify for a “divorced spouse” benefit: Your marriage lasted for at least 10 years;…   + Read More…



USCIS New Hire Update

If you’re an employer, this is definitely something you want to note for any new hires that you may be acquiring. On November 14, 2016, the U.S. Citizenship and Immigration Services (USCIS) published a revised version of Form I-9, Employment Eligibility Verification. By Jan. 22, 2017, employers must use only the new version, dated 11/14/2016….   + Read More…



Maternity / Paternity Leave

As Millenials begin to wait more and more to have children, we have also seen an uprise in demand for maternity and paternity leave. This is largely in part to the emphasis of relationship and connections that has developed over the last decade. New parents want to establish that connection with their newborns and lets…   + Read More…



The Extent of Non Compete Agreements

If you’re a business owner or have EVER been an employed by a larger or specific field, you’ve probably run into or have a NON-COMPETE agreement. Just like any contract, there are limitations to everything and in case you didn’t know, according to FL Statute 542.335(1)(d)(1), non-compete agreements are enforceable against an independent contractor just…   + Read More…



Simple Facts : Foreclosures and Leases

In Florida, what would happen if a tenant is leasing a premises, and the mortgagee—the bank for example—foreclosures upon the property. Is the tenant allowed to remain in the premises? As a consequence of the foreclosure, is the tenant’s lease terminated? What if the tenant was an innocent party with no knowledge of the mortgage?…   + Read More…



First Comes Love. Then Comes Joint Accounts…

When you own an account jointly with another individual, the law usually presumes that you each have equal rights to funds held in that account. So, when a creditor attempts to garnish that account, it typically doesn’t have to investigate whether you contributed more money to the account than the co-owner. Unfortunately, this could mean…   + Read More…



Tax Reporting Obligations for Foreigners

As a U.S. citizen or resident alien, you have several reporting obligations to the Internal Revenue Service regarding your foreign assets and accounts that you must be aware of. Failing to comply with these requirements can lead to severe penalties, additional taxes, and even civil and/or criminal penalties. Here is what you need to know:…   + Read More…



A Quick Overview of Business Licensing

When thinking of opening a business, it is very important to address the licensing needs at the start up stage. Getting all necessary licenses required for your business is complicated and time consuming, and can thus delay your opening. Multiple governments and agencies have different requirements and it is best to start with a top…   + Read More…



Scam Alert : "FL Compliance Notice"

Florida business owners have been receiving a letter that looks to be from a government agency stating that it is a notice (and in some cases “final notice”) to comply with a state and federal law requiring businesses to post current compliant Employment Posters in the workplace. This scam is hoping to lure business owners…   + Read More…



How To Decant an Irrevocable Trust

An irrevocable trust was once known to be untouchable. This may no longer be true. “Decanting” an irrevocable trust is an estate planning technique that involves pouring the assets from the first trust to a new one with better terms to meet the needs of the client. Common law provides authority for trust decanting, but…   + Read More…



Unauthorized Practice of Law

Practicing law in a state without a license from that particular state is illegal, and therefore knowing what is and what is not considered the “practice of law” is very important. States have the power to regulate their practice of law. For example, a lawyer licensed to practice law in New York, but lives in Florida,…   + Read More…



Collection Method after Favorable Judgement

A common issue persons may face in lawsuits is not so much the difficulty in obtaining judgment for remedies, but actually collecting on the judgment once obtained. There are different ways in which judgment debtors try to defeat collection on judgments, which pose problems for those holding outstanding executions. In order to give effect to…   + Read More…



Employee or Independent Contractor?

It is important that employers correctly categorize their workers as either employees or independent contractors. Specifically, misclassification is not only a tax reporting issue, but also affects claims for reemployment assistance benefits. In Florida, whether a worker is an employee or an independent contractor depends mainly on the following 10 factors: The extent of control…   + Read More…



EPGD’s 10 Steps to Start A Business

As times change, businesses change as well. We’ve seen a boom in entrepreneurial businesses throughout South Florida. If you find yourself feeling the bug, here are EPGD’s 10 simple steps to starting your own business. Step One: Prepare a business plan A sort of roadmap for business success. Usually, it projects 3-5 years ahead and…   + Read More…



Piercing The Corporate Veil: When Can the Owners Be Liable?

Conducting business as a corporation or limited liability company (LLC) generally protects the business owner’s personal assets from liability claims against the company. This protection is afforded because corporations and LLC’s are viewed as separate entities, distinct from the business owners, thus creating a “corporate veil.” However, Florida law allows in certain circumstances for that…   + Read More…



What is a DBA?

An important aspect of establishing a business is finding the right name under which a given company is to conduct its business.  While some business owners choose to use their own legal name, such as “Jane Smith’s Hair Salon,” others might prefer to use a catchphrase or a term associated with the nature of the…   + Read More…



Limited Liability Company (LLC) and Foreign Owners

Today, many businesses are forming as a Limited Liability Company (LLC) and are finding that an LLC offers the “best of both worlds” of corporate forms. An LLC allows for pass-through taxation (see “Tax Advantage” below), thereby avoiding the “double tax” of a Corporation, yet also affords its owners the personal liability protection of a…   + Read More…



Oh-No! Breach of Contract!

We were recently asked: what happens when a party breaches the contract?  Well… There are two types of contracts: a contract for the sale of goods and a contract for services.  For the most part, the remedies available for breach of contract for either a sale of goods or for serves are the same, but…   + Read More…



Why do I need a Non-Compete Agreement?

Why should employers have them? Non-compete agreements in employment contracts are essential in protecting your business from unfair competition, and safeguarding your trade secrets and confidential information once an employee decides to leave. How much can I restrict in a non-compete agreement? Non-compete agreements should aim to try to find a balance between protecting your…   + Read More…



Got a 1099 instead of a W-2? We can help.

Today is your first day of work. You signed a contract with your employer, which detailed your work responsibilities. Your contract contained information on what time you must clock-in and clock-out; how you should complete your work assignments; when your employer will pay you; and which employment benefits you are entitled to. Today is a…   + Read More…



Impuestos descargables en bancarrota

Federal income taxes are the only taxes that can be discharged in bankruptcy proceedings, preferably Chapter 7 bankruptcy, if you meet all of the following requirements:  The taxes must be income taxes. Taxes due to fines or penalties cannot be discharged in bankruptcy.  You did not file a fraudulent tax return or tried to willfully…   + Read More…



Impôts libérables en cas de faillite

Federal income taxes are the only taxes that can be discharged in bankruptcy proceedings, preferably Chapter 7 bankruptcy, if you meet all of the following requirements:  The taxes must be income taxes. Taxes due to fines or penalties cannot be discharged in bankruptcy.  You did not file a fraudulent tax return or tried to willfully…   + Read More…



Robo Civil de la Corporación en la Florida?

Civil theft is a common law conversion with the criminal intent to steal. See 1-27 Florida Torts § 27.07. Florida Statute 812.014 (2014) states the elements for civil theft as: (1) knowingly, (2) obtained or used, or endeavored to obtain or use, the plaintiff’s property, (3) with felonious intent, (4) either temporarily or permanently to…   + Read More…



Vol civile d'une société en Floride ?

Civil theft is a common law conversion with the criminal intent to steal. See 1-27 Florida Torts § 27.07. Florida Statute 812.014 (2014) states the elements for civil theft as: (1) knowingly, (2) obtained or used, or endeavored to obtain or use, the plaintiff’s property, (3) with felonious intent, (4) either temporarily or permanently to…   + Read More…



Alquiler a corto plazo Residencial en Coral Gables y Miami

In this day and age, the Internet provides ordinary individuals with business opportunities that were unheard of thirty years ago. For example, recently, we came across a website that allows property owners to list and rent their own single-family home for a short duration of time. Listing the property online is the easy part, but…   + Read More…



Location à court terme résidentiel de Coral Gables et Miami

In this day and age, the Internet provides ordinary individuals with business opportunities that were unheard of thirty years ago. For example, recently, we came across a website that allows property owners to list and rent their own single-family home for a short duration of time. Listing the property online is the easy part, but…   + Read More…



FinCEN Objetivos Infraestructura Lavado de Dinero con Geographic Targeting Orden en Miami

FinCEN Targets Money Laundering Infrastructure with Geographic Targeting Order in Miami WASHINGTON, DC – The Financial Crimes Enforcement Network (FinCEN) issued a Geographic Targeting Order (GTO) today to about 700 Miami businesses in order to shed light on cash transactions that may be tied to trade-based money laundering schemes.  These complex schemes are a primary…   + Read More…



FinCEN Cibles blanchiment d’argent Infrastructure avec ciblage géographique ordonner à Miami

FinCEN Targets Money Laundering Infrastructure with Geographic Targeting Order in Miami WASHINGTON, DC – The Financial Crimes Enforcement Network (FinCEN) issued a Geographic Targeting Order (GTO) today to about 700 Miami businesses in order to shed light on cash transactions that may be tied to trade-based money laundering schemes.  These complex schemes are a primary…   + Read More…



Florida Residencial Seguridad Depósito Devolución

What happens when a landlord wants to keep the tenant’s security deposit? Can the landlord keep the security deposit, or does the tenant need notice beforehand? Under Florida law, a landlord may retain a tenant’s security deposit, but there are a few steps that need to occur before the security deposit, or a portion thereof,…   + Read More…



Florida sécurité Résidentiel fort retour

What happens when a landlord wants to keep the tenant’s security deposit? Can the landlord keep the security deposit, or does the tenant need notice beforehand? Under Florida law, a landlord may retain a tenant’s security deposit, but there are a few steps that need to occur before the security deposit, or a portion thereof,…   + Read More…



Internacional de Marcas de Registro

Business and commerce is becoming more and more globalized. Concomitant with this increase in globalization, intellectual property needs more protection, especially internationally, more now than ever before. The United Nations has created an organization —The World Intellectual Property Organization (“WIPO”)—that provides global services for protecting intellectual property (“IP”) across borders. The WIPO provides four services…   + Read More…



¿Son las tasas descargables en bancarrota?

It is 6:30pm.You open the door, and come home from a long-day of work. You are instantly reminded of the stack of bills lying on your dining room table, which you have been ignoring for the past two-years—more specifically your income tax obligations. However, your significant-other will not allow you to forget. Your family wants…   + Read More…



Éviter l’ Stamp impôt documentaire

Jerry is the owner of a $5 million company, Red, Inc. Jerry’s company has one subsidiary, Blue, LLC. Jerry is considering transferring interest from his parent entity, Red, Inc., to his subsidiary—which Jerry fully owns—Blue, LLC. However, there is one minor issue; The Florida Documentary Stamp Tax. Florida imposes a documentary stamp tax on transfers…   + Read More…



Evitar el Impuesto de Sellos Documental

Jerry is the owner of a $5 million company, Red, Inc. Jerry’s company has one subsidiary, Blue, LLC. Jerry is considering transferring interest from his parent entity, Red, Inc., to his subsidiary—which Jerry fully owns—Blue, LLC. However, there is one minor issue; The Florida Documentary Stamp Tax. Florida imposes a documentary stamp tax on transfers…   + Read More…



¿Qué sucede cuando usted descubre que su empleado tiene antecedentes penales ?

Background Checks and What Employers Need to Know: Aside from certain situations where Florida law requires that employees be screened, such as law enforcement officers or those hired to work with children or the elderly, requiring an applicant or employee to submit to a screening is also possible. When the time comes to make a…   + Read More…



Ce qui arrive quand vous découvrez votre employé a un casier judiciaire ?

Background Checks and What Employers Need to Know: Aside from certain situations where Florida law requires that employees be screened, such as law enforcement officers or those hired to work with children or the elderly, requiring an applicant or employee to submit to a screening is also possible. When the time comes to make a…   + Read More…



Comment interjeter appel ou de marché Valeur imposable avec rajustement de la valeur Conseil ( VAB ) de la propriété

Every year, property owners receive a Notice of Proposed Property Taxes from the Miami-Dade Property Appraiser, listing the total of Ad Valorem and non-Ad Valorem property taxes to be paid. These property taxes are based on the assessed value of the property, as determined by the Property Appraiser every January 1st. Sometimes, however, the value…   + Read More…



Cómo apelar Mercado de inmuebles o Evaluado Valor con la Junta de Ajuste de Valores ( VAB )

Every year, property owners receive a Notice of Proposed Property Taxes from the Miami-Dade Property Appraiser, listing the total of Ad Valorem and non-Ad Valorem property taxes to be paid. These property taxes are based on the assessed value of the property, as determined by the Property Appraiser every January 1st. Sometimes, however, the value…   + Read More…



Compañía de Responsabilidad Limitada ( LLC) y los propietarios extranjeros

Today, many businesses are forming as a Limited Liability Company (LLC) and are finding that an LLC offers the “best of both worlds” of corporate forms. An LLC allows for pass-through taxation (see “Tax Advantage” below), thereby avoiding the “double tax” of a Corporation, yet also affords its owners the personal liability protection of a…   + Read More…



Limited Liability Company ( LLC ) et des propriétaires étrangers

Today, many businesses are forming as a Limited Liability Company (LLC) and are finding that an LLC offers the “best of both worlds” of corporate forms. An LLC allows for pass-through taxation (see “Tax Advantage” below), thereby avoiding the “double tax” of a Corporation, yet also affords its owners the personal liability protection of a…   + Read More…



Limited Liability Company (LLC) and Foreign Owners

Today, many businesses are forming as a Limited Liability Company (LLC) and are finding that an LLC offers the “best of both worlds” of corporate forms. An LLC allows for pass-through taxation (see “Tax Advantage” below), thereby avoiding the “double tax” of a Corporation, yet also affords its owners the personal liability protection of a…   + Read More…



Limited Liability Company (LLC) and Foreign Owners

Today, many businesses are forming as a Limited Liability Company (LLC) and are finding that an LLC offers the “best of both worlds” of corporate forms. An LLC allows for pass-through taxation (see “Tax Advantage” below), thereby avoiding the “double tax” of a Corporation, yet also affords its owners the personal liability protection of a…   + Read More…



Corporation to LLC Conversion and the IRS

Businesses often convert from a Corporation to a Limited Liability Company (LLC) or vice versa. Although the process can be as simple as filing a Certificate of Conversion and paying the appropriate fee(s) to the state, many times it will be necessary to re-apply with the IRS and obtain a new Employer Identification Number (EIN)….   + Read More…



What’s in a Label? The FDA and Product Labelling…

The United States Food and Drug Administration (“FDA”) is assigned the task of keeping Americans safe by regulating the sale of food and drugs. Among many things, the FDA regulates the “labeling” of many products. Appropriate labeling is significantly important to protect the health of consumers. Additionally, the labels of a cosmetic product allow the…   + Read More…



What if my employer isn't paying me the Minimum Wage?

Here is what you should do if your employer is not paying you minimum wage and/or overtime pay: If your employer is not paying you minimum wage and/or overtime pay, you should file a complaint with the Wage and Hour Division of the United States Department of Labor. Keep in mind, however, not every employee…   + Read More…



When are the Directors of a Company liable?

Generally, not often. The business judgment rule generally prevents a court from holding a corporation’s directors liable for making a bad business decision. This rule evolved from common law, and in Florida, it is codified under Florida Statute §607.0830 and §607.0831. This statute provides that a director must complete his duties in good faith, with…   + Read More…



What Remedies for Breach of Contract?

What happens when a party breaches the contract? There are two types of contracts: a contract for the sale of goods and a contract for services.  For the most part, the remedies available for breach of contract for either a sale of goods or for serves are the same, but there are also some differences. …   + Read More…



¿Qué es una "B " Corporación ?

A Benefit Corporation or a “B-Corp.” is a private enterprise that creates a public benefit by allowing businesses to be profitable while considering the welfare of society and the environment.   Benefit Corporations require businesses to make their practices transparent to the public.  Becoming a Benefit Corporation has certain requirements, but it is mostly a three-step…   + Read More…



Qu'est-ce qu'un «B» Corporation ?

A Benefit Corporation or a “B-Corp.” is a private enterprise that creates a public benefit by allowing businesses to be profitable while considering the welfare of society and the environment.   Benefit Corporations require businesses to make their practices transparent to the public.  Becoming a Benefit Corporation has certain requirements, but it is mostly a three-step…   + Read More…



What is a "B" Corporation?

A Benefit Corporation or a “B-Corp.” is a private enterprise that creates a public benefit by allowing businesses to be profitable while considering the welfare of society and the environment.   Benefit Corporations require businesses to make their practices transparent to the public.  Becoming a Benefit Corporation has certain requirements, but it is mostly a three-step…   + Read More…



Las pequeñas empresas comerciales y de las Minorías en el Condado de Miami Dade

U.S.  Small Business Certification The federal government has a unique program that assists disadvantaged businesses by registering them for government contracts.  In other words, as a “small business” you have a higher probability of obtaining a government contract before a business that is not registered as a “small business.”  The U.S. Small Business Administration (“SBA”)…   + Read More…



Entreprises et aux entreprises minoritaires petits à Miami Dade County

U.S.  Small Business Certification The federal government has a unique program that assists disadvantaged businesses by registering them for government contracts.  In other words, as a “small business” you have a higher probability of obtaining a government contract before a business that is not registered as a “small business.”  The U.S. Small Business Administration (“SBA”)…   + Read More…



La manera apropiada , para cerrar una LLC en Florida

A Florida limited liability company can dissolve in one of two ways: voluntarily or judicially.  Voluntary dissolution of a Florida LLC typically includes these steps (1) member authorization, (2) filing articles of dissolution with the state, (3) winding up, and (4) filing a statement of termination.  Winding up, is a period when the LLC finalizes…   + Read More…



La bonne façon de liquider une LLC en Floride

A Florida limited liability company can dissolve in one of two ways: voluntarily or judicially.  Voluntary dissolution of a Florida LLC typically includes these steps (1) member authorization, (2) filing articles of dissolution with the state, (3) winding up, and (4) filing a statement of termination.  Winding up, is a period when the LLC finalizes…   + Read More…



Cómo Disolver una corporación en Florida

“Dissolution” is the formal process by which a state-registered business entity, such as a corporation, may be officially ended.  The Florida Business Corporation Act (FBCA), is a Florida general corporate statute that applies to all domestic, for-profit corporations incorporated under a statute of Florida; and is contained in the provisions of Chapter 607 of the…   + Read More…



Comment dissoudre une société en Floride

“Dissolution” is the formal process by which a state-registered business entity, such as a corporation, may be officially ended.  The Florida Business Corporation Act (FBCA), is a Florida general corporate statute that applies to all domestic, for-profit corporations incorporated under a statute of Florida; and is contained in the provisions of Chapter 607 of the…   + Read More…



Close one chapter…

“Dissolution” is the formal process by which a state-registered business entity, such as a corporation, may be officially ended.  The Florida Business Corporation Act (FBCA), is a Florida general corporate statute that applies to all domestic, for-profit corporations incorporated under a statute of Florida; and is contained in the provisions of Chapter 607 of the…   + Read More…



The Proper Way to Wind Up a Florida LLC

A Florida limited liability company can dissolve in one of two ways: voluntarily or judicially.  Voluntary dissolution of a Florida LLC typically includes these steps (1) member authorization, (2) filing articles of dissolution with the state, (3) winding up, and (4) filing a statement of termination.  Winding up, is a period when the LLC finalizes…   + Read More…



Small Business and Minority Businesses in Miami Dade County

U.S.  Small Business Certification The federal government has a unique program that assists disadvantaged businesses by registering them for government contracts.  In other words, as a “small business” you have a higher probability of obtaining a government contract before a business that is not registered as a “small business.”  The U.S. Small Business Administration (“SBA”)…   + Read More…



Buzz, Buzz, Busy B

A Benefit Corporation or a “B-Corp.” is a private enterprise that creates a public benefit by allowing businesses to be profitable while considering the welfare of society and the environment.   Benefit Corporations require businesses to make their practices transparent to the public.  Becoming a Benefit Corporation has certain requirements, but it is mostly a three-step…   + Read More…



What is a "B" Corporation?

A Benefit Corporation or a “B-Corp.” is a private enterprise that creates a public benefit by allowing businesses to be profitable while considering the welfare of society and the environment.   Benefit Corporations require businesses to make their practices transparent to the public.  Becoming a Benefit Corporation has certain requirements, but it is mostly a three-step…   + Read More…



How to Protect Limited Liability?

So you filed the state requirements to start your own company. Therefore, now you have obtained limited liability and can shield yourself personally from any obligations that may transpire in the course of your business. Wrong! In fact, filing with the state is merely the first step to obtain limited liability.   You may be…   + Read More…



When are the Directors of a Company liable?

Generally, not often. The business judgment rule generally prevents a court from holding a corporation’s directors liable for making a bad business decision. This rule evolved from common law, and in Florida, it is codified under Florida Statute §607.0830 and §607.0831. This statute provides that a director must complete his duties in good faith, with…   + Read More…



What if my employer isn't paying me the Minimum Wage?

Here is what you should do if your employer is not paying you minimum wage and/or overtime pay: If your employer is not paying you minimum wage and/or overtime pay, you should file a complaint with the Wage and Hour Division of the United States Department of Labor. Keep in mind, however, not every employee…   + Read More…



What is the FBAR?

You must file an FBAR if: You are a United States “person” (which can include residents in the United States on a visa); You had a “financial interest” in, or “signatory authority” over any “financial account” in a foreign county or jurisdiction; and The total of all such foreign accounts exceeded $10,000 at any time…   + Read More…



Getting a Real Estate License in Florida

Florida real estate is booming, and starting a real estate career may be a great option for you. Fortunately, in Florida, obtaining a real estate license is fairly easy and generally involves only a few requirements. First of all, an applicant must be at least 18 years of age and have a United States Social…   + Read More…



What's in a Label? The FDA and Product Labelling…

The United States Food and Drug Administration (“FDA”) is assigned the task of keeping Americans safe by regulating the sale of food and drugs. Among many things, the FDA regulates the “labeling” of many products. Appropriate labeling is significantly important to protect the health of consumers. Additionally, the labels of a cosmetic product allow the…   + Read More…



The Importance of a Well Drafted Agreement

In Florida, there isn’t a specific statute that governs how a Franchise Agreement must be drafted. As a result, many unlawful acts and practices prompted the Florida Legislature in 1971 to enact The Florida Franchise Misrepresentation Act. However, The Act only offers limited legal recourse for victims of fraud and misrepresentation. This blog article identifies…   + Read More…



Corporation to LLC Conversion and the IRS

Businesses often convert from a Corporation to a Limited Liability Company (LLC) or vice versa. Although the process can be as simple as filing a Certificate of Conversion and paying the appropriate fee(s) to the state, many times it will be necessary to re-apply with the IRS and obtain a new Employer Identification Number (EIN)….   + Read More…