- Are you considering purchasing a business?
- Are you considering selling your business?
- Is it best to put some of your assets in a corporation to protect them?
- Should I put my assets in a trust, limited liability company, or regular corporation?
- How does this protect me?
Booth & Cook help clients with everything from starting a new business to ensuring that they are protected in selling a business they’ve owned for most of their life. At Booth & Cook, we recognize that it might not be just a company, but something that many entrepreneurs built from the ground up.
We provide legal services and representation in business and commercial law including but not limited to general corporate law, business litigation, buy/sell agreements, partnership agreements, secured transactions, and negotiable instruments.
GENERAL CORPORATE LAW
Always wanted to start your own business? Booth & Cook can help you with this process! We prepare your Articles of Incorporation/Articles of Organization, Bylaws, Operating Agreements, and provide you with a Corporate Book to house all of your important information.
MOST POPULAR TYPES OF ENTITIES
Sole proprietorship is when an owner conducts business without forming a separate entity but rather just under their name. The actual owner, not an entity, has personal liability for all of the business liabilities and is responsible for the tax on all income at the applicable individual’s tax rates.
A general partnership is formed when two or more persons carry on as co-owners of a business for profit. Each general partner participates in management, owns the assets, and shares profits and losses. Each general partner is personally liable for business-related obligations. General partners are taxed on their individual tax returns.
A limited partnership differs from a general partnership in that there is at least one limited partner who contributes capital and shares in profits, but does not have substantial management control. The limited partner has liability only to the extent of his or her capital contribution but the general partner maintains liability just as they would in a general partnership.
A limited liability company (LLC) combines elements of partnerships and corporations and detailed requirements vary from state to state. LLCs must file articles of organization with the state of Florida. As in a limited partnership, the owners, known as members, only risk losing money that has been invested into the LLC. Generally, only LLC assets are used to pay its debts. However, an LLC is not a separate taxable entity and LLC owners report profits and losses on their individual tax returns as if they were in a partnership unless a separate election is made. As of 2014, the term “managing member” is no longer applicable and a LLC can either be “member-managed” or “manager-managed”. An operating agreement sets forth whether or not the LLC is member-managed or manager-managed and who has the authority to do what. A Statement of Authority may also be filed with the State of Florida to put people on notice of what authority an authorized member or manager has if it is to be restricted in anyway.
A corporation is a separate legal and barring certain exceptions protects its owners from personal liability of the corporation’s liabilities. One must comply with statutory formalities to set up a corporation and have stock certificates, bylaws, and maintain their minutes and records.
If you are thinking about buying a business and are going to get a loan, most of the time the Lender will require that the stock or interest in the company secures the loan. Therefore, in the event a borrower defaults on the loan, the lender can look to the collateral to try and make him whole to recoup their money.
The topics discussed are just some of the few areas of a very broad subject. Call Booth & Cook today for a consultation on any of your business questions!