Organizing and operating a small business

AuthorSteven F. Samilow
Pages633-708
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 9:10 Intake—Business Organization
Form 9:20 Letter to Client Re Fictitious Name Application and Notice of Publication
Form 9:30 Partnership Agreement
Form 9:40 Limited Liability Partnership Agreement
Form 9:50 Letter to Department of State, With Articles of Incorporation
Form 9:60 Letter to Client, Forming the Corporation
Form 9:70 Articles of Incorporation
Form 9:80 Bylaws
Form 9:90 Shareholders’ Agreement
Form 9:100 Share Certif‌icate
Form 9:110 Articles of Organization (LLC)
Form 9:120 Operating Agreement (LLC)
Form 9:130 Holding Meetings
Form 9:140 Minutes for Organizational Meeting (Corporation)
Form 9:150 Minutes for Special Meeting (Corporation)
Form 9:160 Checklist, Organizing a Business

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