Why Should an LLC Have an Operating Agreement?

Your LLC operating agreement will be one of the most important documents your company creates.  Although having an operating agreement is not legally required, it is highly beneficial to have one.  You can think of the operating agreement as similar in purpose to a prenuptial agreement for your business – or perhaps it will be more like a post-nuptial agreement, if you’ve skipped this crucial step...

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Thinking About Starting a Florida LLC?

A limited liability company (“LLC”) is a business structure that combines some of the flexibility and tax benefits of a partnership, but with the limited liability feature of a corporation.  An LLC is a distinct and separate legal entity from its owners, who are referred to as the LLC’s members.  Accordingly, the LLC has its own obligations, powers, privileges, and rights under Florida law –separate from its members, and it can be sued and can sue others.

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Florida Companies Governed by Delaware Law: Duty of Good Faith While Negotiating Term Sheets

This post is devoted to Florida companies that are negotiating term sheets, and that have elected to be governed by Delaware law – either at all times through company organizational documents or for a specific transaction using choice of law election provisions within a term sheet for a specific transaction.  

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What to Know About a “Pre-Contractual” Duty to Negotiate in Good Faith in Preliminary Agreements such as Term Sheets and Letters of Intent

As wonderful and as helpful as term sheets and LOIs can be as pre-contractual tools for efficiency, it is important to know whether your preliminary agreements could create legal obligations for you – based on the governing contract law.  Even though term sheets and letters of intent are usually non-binding in Florida (in the absence of a specific statement otherwise) another duty may still exist.

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SHOULD YOU BE PAYING YOUR INTERN?

In early January the Trump Administration’s Department of Labor (DOL) eradicated an Obama-era DOL “six-part test” that was created to help companies falling under FLSA jurisdiction determine when they should pay their interns. So how do you know whether your intern or student worker is an employee under FLSA and should be paid?

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LLC as a Holding Company

The limited liability company (“LLC”) has quickly become the favored business structure for many small businesses. This is due to its ability to combine many of the best features of both partnerships and corporations, such as operational flexibility, limited liability for all of its members, and pass-through taxation.A natural development that comes with this trend is the desire to continue reaping these same benefits and use an LLC as a holding company.

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Have You Met the Requirements to Maintain Your Trademark Registration with the USPTO?

Your trademark has been registered successfully with the United States Patent and Trademark Office (USPTO) – congratulations! Although this journey that has lasted for a few months has ended, there is still “upkeep” work that must be done to maintain the validity of your trademark with the USPTO.  

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