What are issues that might arise for a Florida Entrepreneur?

EPGD Business Law

After a long thought process and extensive research, you have finally decided to put on your entrepreneurial hat and create your own side business. But in the scheme of all this excitement, you forgot to inquire about all the legal implications involved in creating a side business. In Florida, employees must often abide by several federal and state laws and regulations that can include restrictions about conflict of interests such as creating your own side business. Acquainting yourself with important legal terminology can help avoid many frustrations that may arise when trying to create your own business. For example, a common term brought up by business lawyers is a strawman. In legal terminology, a strawman is usually a person who legally owns something in name only. While strawman refers to a person it can also refer to an argument that is used as a tactic to waste time or mask the issues at hand to gain the upper hand. Another common legal term is a shell corporation. These are corporations that exist in name only but have no real assets.

Shell Corporation and how a Business Attorney might use one

A shell corporation as mentioned above is a corporation without any active business operations or significant assets. Business lawyers are often dealt with issues that arise from shell corporations. It is important to understand that shell corporations are not always illegal but sometimes they are used illegitimately, such as to disguise a business owner from the law or the public. Likewise, a business lawyer may sometimes advise that you create a shell corporation for reasons that are considered legal, such as when you are creating a startup. For Miami based lawyers this is a very common thing to do. Lawyers advise individuals who are looking to start their own business to use a shell company is preparing to start the company. If, for example, you want to store and save money that you are raising for the company before it launches, this is a good way to do it. Another common reason to file a shell corporation is for security reasons. If for example, your business is operating in an unsafe region you might want to operate via a shell company. Finally, sometimes a business lawyer will recommend you use a shell company when dealing with taxes. Some countries are considered tax havens in that their tax rates are extremely low. In such a case a company can create a shell company in a tax haven and lower their tax bills at home. Of course, remember that the benefits of using a shell company should be consulted with your business lawyer.

What is a strawman and what is it used for?

Now with regards to the strawman, there are two different strawman theories. The first and most often referred to is the strawman individual. The strawman theory dates back to the US constitution. The theory of the “strawman individual”  refers to this idea that there is a “virtual version of yourself.” When used, the strawman version of yourself absolves you of any financial responsibility toward the US government. The defense often used by the believers of a strawman is based on a grammatical approach. In most or all legal documents, your name is printed in all-caps, such as on your birth certificate. The name on your birth certificate would be in all-caps and therefore the only person tied to this document would be your strawman, not yourself. However, in regards to the first use of the term strawman, it could be said that it has never really been applied in a real legal proceeding. However, the strawman is also referred to as the “strawman argument.” This refers to a tactic used in a legal proceeding in which a person will twist the words of their opponent and attack them with this new angle. It is a fascinating tactic and is sometimes used by business lawyers across Florida.

EPGD Business Law is located in beautiful Coral Gables, West Palm Beach and historic Washington D.C. Call us at (786) 837-6787, or contact us through the website to schedule a consultation.

*Disclaimer: this blog post is not intended to be legal advice. We highly recommend speaking to an attorney if you have any legal concerns. Contacting us through our website does not establish an attorney-client relationship.*

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Eric Gros-Dubois

Eric P. Gros-Dubois founded EPGD Business Law in 2013 and is the current head of the firm’s corporate, estate planning, and tax practice, and manages the firm’s Washington D.C. office. With a JD and MBA, and a specialization in finance, Eric is able to step back and view the legal world through a commercial lens while also acting as a trusted business advisor for his clients. He does his best to be solutions oriented, and tries to think like a business owner, not just a lawyer.


*The following comments are not intended to be treated as legal advice. The answer to your question is limited to the basic facts presented. Additional details may heavily alter our assessment and change the answer provided. For a more thorough review of your question please contact our office for a consultation.

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