Business Law

business law
Business Formation / Business Law : Forming and owning a business can be an exhilarating experience, but an overwhelming one at that.

Complex issues arise through the course of business that often require the advice and careful planning of a business law attorney before they can be properly evaluated and addressed. It is of the utmost importance that your business be built on a solid legal foundation in order to properly and effectively protect personal and company assets and limit liabilities.

Our attorney’s are seasoned in this area of business law and will work with you to develop your company through the following:

  • Business Plan Creation
  • Financing & Funding for Business Operations
  • Articles of Organization
  • Business Entity Formation
  • Dispute Resolution
  • Articles of Partnership
  • Buy-Sell Agreements
  • Business Acquisition & Sales Assistance
  • Articles of Incorporation
  • Confidentiality & Non-Disclosure Agreements
  • Shareholder Agreements
  • Operating Agreements
  • Partnership Agreements

Certain safe harbors and benefits accompany different business structures and identifying these opportunities is paramount to the future success of your business. Florida statutes provide good insight into the workings and structures of different company formats but these rights, obligations, protections, and liabilities can be altered to accommodate almost any business.

To avoid future disputes and disagreements amongst members, owners, partners, and shareholders, it is extremely important to have organizational instruments in place which dictate each individuals rights, responsibilities, and liabilities.

We are fully aware that while some industries are similar, each business, in and of itself, is diverse and requires something different. This is why we work hand in hand with business owners from business plan creation and formation through operations and dissolution.

Business Dissolution

While often undesired, business dissolution is the final stage in the life of a corporation. It refers to the process by which a corporation is legally dissolved. This means that its property and assets are sold, its debts paid to the extent that the available assets permit, and any remaining cash is distributed amongst the company’s shareholders.

The dissolution of a corporation can be a complex process as certain federal, state, and local requirements may need to be satisfied. For instance, among federal requirements for business dissolution are the final corporate tax return and the final employment tax returns, including deposits of any money owed. Also, proper disposal of business property can lead to a long, drawn out procedure. Here are some of the matters to consider when dissolving a business:

  • Accurate accounting of capital contributions by each investor
  • Assumption of business liabilities by the principals or one or more successor entities on terms acceptable to creditors
  • Fair distribution of the entity’s equity in business assets–i.e. equipment, real property, contracts, vehicles–or the proceeds of liquidated assets
  • Ratification or rejection of business decisions made under disputed authority
  • Settlement, waiver, or release of unresolved claims within the ownership group
  • Enforceability of such restrictive covenants as non-compete or non-solicitation agreements
  • Responsibility for continuing commitments to employees through pension plans, health insurance, or other benefits

At Cohen & McMullen, P.A. we understand that for many people, the business was their passion, dream, and livelihood. Therefore, we strive to make the corporate transition as smooth as possible through exceptional legal assistance and support.

Shareholder, Ownership, and Management Disputes

Because of the intimate nature of closely held companies, disputes and disagreements often arise. The lawyers at Cohen & McMullen, P.A., advise investors and owners in these types of companies of the most effective and practical ways to resolve disputes, enforce rights under shareholder, operating, and partnership agreements, and deal with unforeseen situations. Bylaws, operating agreements, shareholders agreements, and other basic organizational instruments provide a valuable starting point when addressing disputes but may not contain express language dictating the rights and responsibilities of each individual. When this circumstance arises, it is necessary to contact an experienced South Florida business law attorney.

Many closely held companies are formed around the basis of friendship and trust, which leads to emotional reactions when things go awry. To protect you and your business, we urge you to consult with an experienced South Florida business lawyer. It is better to act with the guidance and advice of seasoned counsel then to simply react.

Contact Cohen and McMullen P.A. Today
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