Category Archives: Transactional

Corporate Change of Control with the IRS

A change in control is a change in the ownership structure of a company. Such change of ownership typically involves another entity or individual acquiring more than 50% of the company’s shares. When such a change in corporate structure occurs, the company must file an “Information Return for Acquisition of Control or Substantial Change in Capital Structure” Form 8806 with the Internal Revenue Service.



What is the IRS Form 5472 in Florida?

If you are a U.S. company and have a foreign owner or foreign shareholders, then your company likely needs to file Form 5472.



What is an Impossibility Clause in a Contract in Florida?

The doctrine of impossibility applies in a situation where it is literally impossible for a party to a contract to perform their duties. The Florida court system generally has an interest in holding parties to the contract they sign and the duties assigned under that contract. Impossibility is a high standard, lack of performance cannot be excused by mere inconvenience, expense, or other non-impossible circumstances.



January 1st, 2020 Changes to the Florida Corporate Statute

The changes to the Florida Corporate Statute have gone into effect on January 1st, 2020. These changes are centered around the Revised Model Business Corporation Act. 



What are the Advantages vs. Disadvantages of a Florida LLC?

Registering your business with the State of Florida is a crucial part of your company’s creation process. Often times, many individuals who are new to the business world opt for a limited liability company (“LLC”) when they intend to register their new business. Mainly because they desire something simple and less complicated, especially during the beginning stages. An LLC offers just that, not only is it easy to form, but it is also easy to manage.



What is the Penalty for Wrongly Using the (R) Symbol?

This symbol serves to signify that a particular brand is registered with the federal USPTO office. A simple application to have your trademark registered with the USPTO does not give you the right to use the ® symbol until the trademark has been officially registered. 



How do I Sell or Transfer my Corporate Shares in Florida?

Can a Minority Shareholder Resign His Shares in a Private Corporation? If you’re a minority shareholder of a private corporation looking to get out of the corporation, your best option would be to sell your shares. It is important to note that your ability to sell shares is contingent on the terms of the shareholders’…   + Read More…



Foreign Ownership of U.S. Financial Assets

Foreign ownership of U.S. assets has grown significantly over the past 20 years as a result of more globalized financial markets.



How do S-Corp owners pay Themselves and what is Deductible?

Small business owners pay themselves differently depending on their business structure. Sole proprietorships, S-corps, C-corps, and partnerships all have different IRS rules governing how the business can pay its owners and how those earnings are taxed.



What is the Doctrine of Frustration in Contract Law?

Frustration of purpose is a doctrine in contract law that provides a defense to the enforcement of a contract. The doctrine of frustration is usually invoked when either party has been substantially inconvenienced by an unforeseeable event, whereby that inconvenience has caused the contract to become impossible to perform or has undermined the initial justification of entering into the contract in the first place.



What is a Force Majeure Clause in a Contract?

What is a Force Majeure Clause in a Contract? A force majeure clause is a provision typically added to contracts that help to shield the parties from liability in the event of a catastrophe or a natural event that prevents the parties from fulfilling their obligations under the contract. Examples of a force majeure include…   + 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 liable.



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.



¿Qué es una “B” Corporación ?

Una Corporación de Beneficios o un “B-Corp.” es una empresa privada que crea un beneficio público al permitir que las empresas sean rentables mientras consideran el bienestar de la sociedad y el medio ambiente. Las corporaciones de beneficios exigen que las empresas hagan que sus prácticas sean transparentes para el público.  Convertirse en una Corporación de Beneficios tiene ciertos requisitos, pero es principalmente un proceso de tres pasos. 



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 process.



Dissolution of a Florida LLC

How do I Dissolve a Florida LLC? “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…   + Read More…