I have a client that has done this as a franchisee. You have to find a location and negotiate a master lease with the landlord with the landlord understanding that you will be subdividing and subleasing the premises to various subtenants. You need to check that the zoning will allow the intended... Read more »

The covenant not to compete will probably be enforceable as it appears reasonable in time, scope, duration and protects the legitimate interest of the owner.

If the members have decided to dissolve the LLC, you should have a resolution contained in a Consent of Members in Luie of a Special Meeting signed by all members. You can then check the appropriate box.

You must amend your Operating Agreement to show the new percentages and have all the members sign it.

You do not have to register as a member. Your ownership should be reflected in the Operating Agreement.

All income from a LLC is subject to employment taxes. Discuss with your accountant on making a special election for your LLC to be treated like an S corp. This will give you the ability to have a reasonable salary to subject to employment taxes and any excess income treated as a distribution not... Read more »

It depends on what the Articles of Incorporation or Bylaws provide. Absent a specific provision in these documents Florida law provides:

607.0809 Vacancy on board.—

(1) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors,... Read more »

I think you need to register both names as fictitious names. See Section 865.09 of the Florida Statutes. I would also consider operating the business as an S corp or LLC.

An S corp is superior to a regular or C corporation or a limited liability company. You would form a Florida corporation and within 75 days complete and file IRS Form 2553 with the IRS. Assuming your venture is profitable, you may be able to pay yourself a "reasonable" salary (subject... Read more »

If you are a Florida corporation or LLC and you move your office to another state, you will have to qualify to do business as a foreign entity in that state as well as change your information when you file your Florida Annual Report.

This is a good question as an unlimited personal guarantee puts your assets at risk. In my opinion, the Franchise Business should stand alone and generate enough income from which to pay the monetary obligations to the Franchisor. I have no problem with you signing a separate confidentiality and... Read more »

Yes, call your credit card company.

Do you have a written agreement with your partner such as a Shareholders' Agreement, Operating Agreement or Employment Agreement? If not, you need to reach some understanding with your partner that you can't work for nothing?

In Florida, Section 865.09 of the Florida Statutes requires the one-time publication of a legal notice of the fictitious name in a newspaper in the county where the principal place of the business will be located. I believe your residence address would be the location of your business.. After... Read more »

This article should give you more information as to whether the software company can terminate the contract.

https://www.lexology.com/library/detail.aspx?g=4820f348-4540-4179-a754-6809061bab0c

Is the LLC manager-managed or member-managed. If she is a manager and/or member, she must be included in the Articles of Organization.

I can file your Articles of Organization, draft Operating Agreement and Organizational Minutes, obtain your FEIN, order minute book, and issue Certificate of Membership Interest.

I would initially use your first home as the place of business and then amend the Articles of Organization once you have closed on the second condo.

You have to prepare a Bill of Sale and other transfer documents depending on the nature of the assets from the GP to the Corp. This would be the capital contribution of each partner as each partner would become a shareholder in proportionate to his or her partnership percentage. You would also... Read more »

I would have to review the Operating Agreement and Equity Contract. Why is there 2 agreements. Normally, the Operating Agreement governs the rights and obligations of the Members of the LLC.