Organizing and operating a small business

• Author: Steven F. Samilow
• Pages: 633-708

ORGANIZING AND

OPERATING A

SMALL BUSINESS

9-1

CHAPTER 9

ORGANIZING AND OPERATING

A SMALL BUSINESS

I. GENERAL POINTS

§9:01 Initial Client Interview

§9:02 Business Types

§9:03 Fictitious Names

§9:04 Filings With Department of State

§9:05 IRS Requirements/Employment and State and Local Licenses

§9:06 Sales Tax

§9:07 Florida Corporate Income Tax

§9:08 Attorney-Client Business Transactions

§9:09 Tax Treatment of Small Businesses

II. SOLE PROPRIETORSHIPS

§9:20 General Points

§9:21 Setting Up a Sole Proprietorship

§9:22 Tax Treatment

III. PARTNERSHIPS

§9:30 General Points

§9:31 Partnership Entity

§9:32 The Partnership Agreement

§9:33 Formation of General Partnership

§9:34 Partnership Duration

§9:35 Registration Statement

§9:36 Partnership Property

§9:37 Dissociation

§9:38 Dissolution

§9:39 Limited Partnerships

§9:40 Limited Liability Partnerships

§9:41 Limited Liability Limited Partnerships

§9:42 Family Limited Partnerships

§9:43 Differences Among Partnership Types

§9:44 Taxation

ORGANIZING AND

OPERATING A

SMALL BUSINESS

Florida Small-Firm Practice Tools 9-2

IV. FOR PROFIT CORPORATIONS

A. Formation

§9:50 Introduction

§9:51 Advantages and Disadvantages

§9:52 Incorporators

§9:53 Corporation Name

§9:54 Articles of Incorporation

§9:55 Filing the Articles

§9:56 Bylaws

§9:57 Incorporating an Existing Business

§9:58 Shareholder Agreements

§9:59 Shareholder Agreements—Essential Provisions

§9:60 Forum Selection—Internal Corporate Claims

§9:61 Barring Fee Shifting for Internal Corporate Claims

B. Start-Up and Dissolution of a Corporation

§9:70 Organizational Meeting

§9:71 Off‌icers

§9:72 Shares

§9:73 Common Versus Preferred Shares

§9:74 Subchapter C Corporations

§9:75 Piercing the Corporate Veil

§9:76 Articles of Dissolution

§9:77 Books and Records

§9:78 Requirement to Hold Meetings and to Have Elections

§9:79 Consequence of Failing to Abide by Corporate Formalities

§9:80 Duties to the Corporation

C. Taxation: C and S Corporations

§9:90 Corporate Taxation as a C Corporation

§9:91 Tax Advantage to an S Corporation

§9:92 Qualifying as an S Corporation

§9:93 Establishing an S Corporation

§9:94 Income Versus Distributions

D. Not for Prof‌it Corporations

§9:100 General Points

§9:101 Advantages and Disadvantages of Not for Prof‌it Corporations

§9:102 Exemption from Federal Income Taxation

§9:103 Applying for Tax Exempt Status

V. LIMITED LIABILITY COMPANIES

§9:110 General Points

§9:111 Tax Advantages

§9:112 Other Advantages

§9:113 Formation

§9:114 Name

§9:115 Articles of Organization

§9:116 Operating Agreement

§9:117 Management of the Company

§9:118 Membership

§9:119 Fiduciary Standards of Conduct

§9:120 Limitation of Liability

§9:121 Records

§9:122 Inspection of Records

§9:123 Inspection of Records by Dissociated Members

§9:124 Conf‌identiality

ORGANIZING AND

OPERATING A

SMALL BUSINESS

9-3 Organizing and Operating a Small Business

§9:125 Registered Agents and Service of Process

§9:126 Accuracy of Corporate Filings

§9:127 Transfer of a Member Interest

§9:128 Dissociation

§9:129 Dissolution

§9:130 Charging Orders

VI. PROFESSIONAL SERVICE CORPORATIONS AND PROFESSIONAL LIMITED LIABILITY COMPANIES

§9:140 General Points

§9:141 Professional Service Corporation

§9:142 Professional Limited Liability Companies (PLLC)

§9:143 Membership in a PLLC

§9:144 Business of the PLLC

§9:145 Limitation on Ownership Stakes

§9:146 Names

§9:147 Disqualif‌ication

FORMS

Form 9:10Intake—Business Organization

Form 9:20Letter to Client Re Fictitious Name Application and Notice of Publication

Form 9:30Partnership Agreement

Form 9:40Limited Liability Partnership Agreement

Form 9:50Letter to Department of State, With Articles of Incorporation

Form 9:60Letter to Client, Forming the Corporation

Form 9:70Articles of Incorporation

Form 9:80 Bylaws

Form 9:90Shareholders’ Agreement

Form 9:100Share Certif‌icate

Form 9:110Articles of Organization (LLC)

Form 9:120Operating Agreement (LLC)

Form 9:130Holding Meetings

Form 9:140Minutes for Organizational Meeting (Corporation)

Form 9:150Minutes for Special Meeting (Corporation)

Form 9:160Checklist, Organizing a Business