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All Posts Tagged Tag: ‘limited liability company’

From a Caterpillar to a Butterfly: Converting Corporations to LLCs

Limited Liability Companies (LLCs) are almost always a better choice of entity than Corporations, yet not all businesses had the good fortune of being born as LLCs. There is hope for these corporate dinosaurs, however, as relatively recent changes in the law have made it easier to convert a corporation into an LLC.

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S-Corporation vs. Limited Liability Company (Part 2)

Almost everyone going into business with a prospective partner does so hoping for the best, but few business people actually prepare for the worst. Forming a separate business entity as a vehicle for their business is one way to prepare for possible, personal exposure to obligations the business has with third parties.

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S-Corporation vs. Limited Liability Company (Part 1)

Many people are familiar with the “flow through” tax benefits enjoyed by the so-called “S” corporation. Instead of paying corporate tax, the corporation’s income or loss “flows through” to the owners’ tax returns every year, regardless of how much cash is actually received. For many years, and mostly for this very reason, a properly structured “S” corporation has been the optimal legal entity for a private company.

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How Thick is Your Corporate Veil? Minimizing Personal Exposure for Business Activities

Among other things, investors and entrepreneurs use corporations to limit their liability for business obligations to the amount they have invested in the corporation. This “limitation of liability” feature protects the owners from having to pay out-of-pocket for damages they did not personally cause.

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Buy-Sell Agreements: Protect Your Ownership Interest in the Event of Death

Business owners often have concerns over what would happen to their ownership interests when an owner dies. Some of these concerns include whether the owner’s descendants will inherit economic interests, voting rights or both. These concerns can be dealt with by entering into a properly drafted Buy-Sell Agreement that can be included in or be separate from an operating, partnership […]

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A Business Law Myth

Business Law Myth: 51% ownership equals total control of the business. For certain “major decisions” unanimous consent might be required, depending on whether the business is governed by the partnership, corporate or LLC statute. Moreover, majority owners assume certain fiduciary duties that often prove restrictive… Recommend on Facebook Share on Linkedin Tweet about it Subscribe to the comments on this […]

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Business Divorce: Breaking Up is Hard to Do

It has been said that a business partnership is much like a marriage.  As in some marriages, hard times can uncover fundamental differences that were previously ignored when business was booming.  Over the years we have represented minority owners and majority owners, partners and shareholders, corporations, partnerships and LLCs in various “breakup” scenarios.  These scenarios range from “cold shoulder” formalization […]

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Proposed Legislation Just Passed Committee

Proposed legislation to “patch” the hole punched into LLC law by a recent, controversial Florida Supreme Court case just passed committee with little opposition. Let’s see what happens when it gets to the floor… Recommend on Facebook Share on Linkedin Tweet about it Subscribe to the comments on this post

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Some LLCs No Longer Safe Haven for Assets

Quoted in the recent DBR article, Some LLCs No Longer Safe Haven for Assets: …Ed Arista said he will continue to alert his clients to change the structure of their holding entities, by [for example] adding another person to the LLC… “But that has to be done very carefully. Once you bring in a second member you need a solid […]

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Supreme Court Decides Single Member LLCs Are Not Asset Protected

In today’s 5-2 decision, the Florida Supreme Court stripped single owner LLCs of their asset protection[1]. This is something that I have been warning clients about since a bankruptcy court in Colorado started a trend toward disregarding single member LLCs for asset protection purposes back in 2003. In order to understand what this means, one must understand more about what […]

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