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Questions Answered by Keith Kanouse
1 Answer | Asked in Business Formation, Business Law and Land Use & Zoning for Florida on
Q: Hello, I am interesting in leasing a suite and then renting out the rooms to licensed stylist or lash artists

What are the legal implications for doing this in Florida? What is the employer or technically landlord responsible for? Thank you

Keith Kanouse
Keith Kanouse
answered on Aug 9, 2022

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 »

1 Answer | Asked in Business Formation, Business Law and Civil Rights for Florida on
Q: Can a non-compete keep me from doing anything HVAC related with anyone for a year in Florida?

The paper restricts all HVAC jobs, both as an owner and employee for a 50-mile radius of a territory where he makes the most money. Im scared to sign it. It's an entire year id be unable to work in the industry if I left for any reason.

Keith Kanouse
Keith Kanouse
answered on Jul 21, 2022

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.

2 Answers | Asked in Business Formation and Business Law for Florida on
Q: Dissolving Florida LLC answer "A description of occurrence that resulted in the limited liability company's dissolution"

I'm dissolving a Florida LLC and on the form it asks for "A description of occurrence that resulted in the limited liability company's dissolution" and I'm not sure of how to answer.

My operating agreement states:

The Company will operate until terminated... Read more »

Keith Kanouse
Keith Kanouse
answered on Jun 23, 2022

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.

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3 Answers | Asked in Business Formation and Business Law for Florida on
Q: How can you change the percentage of ownership in the state of Florida for an llc?
Keith Kanouse
Keith Kanouse
answered on May 10, 2022

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

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1 Answer | Asked in Business Formation and Business Law for Florida on
Q: Does a percentage owner of a Florida LLC need to be registered as a member with the state? can it be internally only?
Keith Kanouse
Keith Kanouse
answered on Apr 21, 2022

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

2 Answers | Asked in Business Formation and Business Law for Florida on
Q: I own an LLC that sells trending fashion on its business website. Can I start/run any new companies under the same LLC?

My current LLC sell female fashion apparel, shoes, intimates, & accessories. But there is some businesses that are very similar to mine that I have the right connections to start a new business per that product category or service. Can I run a new similar business under my LLC? Or better yet,... Read more »

Keith Kanouse
Keith Kanouse
answered on Mar 13, 2022

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 »

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1 Answer | Asked in Business Law for Florida on
Q: One of three board members resigned, is it required to replace the member, if so, how long is allowed by Florida law?
Keith Kanouse
Keith Kanouse
answered on Mar 10, 2022

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 »

2 Answers | Asked in Business Formation for Florida on
Q: Do I need two DBAs registered to use an anacronym and the full name for my business?

I'm starting a business in Florida and planning out my business name. I'd like the business to be known by an anacronym and by its full name. Do I need to register two DBAs?

Specifically, it's a ceramics business that I want to call "St. Lucie Inlet Pottery" or... Read more »

Keith Kanouse
Keith Kanouse
answered on Feb 11, 2022

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.

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1 Answer | Asked in Business Formation for Florida on
Q: Creating S Corp for purposes of investing

I would like to become a day trader of stocks and cryptocurrencies and saw S Corps may provide many tax benefits. I live in Florida. Would an S Corp allow me to pay less taxes / should I incorporate overseas in a tax haven such as the Cayman Islands?

Thank you,

Keith Kanouse
Keith Kanouse
answered on Feb 8, 2022

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 »

1 Answer | Asked in Business Law for Florida on
Q: if i move to a new state do I need to change my business information as well?
Keith Kanouse
Keith Kanouse
answered on Feb 1, 2022

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.

2 Answers | Asked in Business Law for Florida on
Q: Business Law, Franchise question. Most FDD has a personal guaranty clause. What can I do about it? Can it be limited?
Keith Kanouse
Keith Kanouse
answered on Jan 19, 2022

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 »

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2 Answers | Asked in Banking, Business Law, Consumer Law and Small Claims for Florida on
Q: Can I dispute a debit card purchase I never received?

I ordered a jewelry piece that was filed as misdelivery/nondelivery by my local post office. Claims were filed with the PO but then I was later told the seller did not insure their package so my PO cannot continue with a refund and I need to contact the seller. I do so and the seller refuses to... Read more »

Keith Kanouse
Keith Kanouse
answered on Nov 27, 2021

Yes, call your credit card company.

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2 Answers | Asked in Business Law, Civil Litigation and Contracts for Florida on
Q: My Partner is threatening me to press charges against me for taking money from business account.

I have been working full time on this business.

Keith Kanouse
Keith Kanouse
answered on Sep 6, 2021

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?

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1 Answer | Asked in Business Formation for Florida on
Q: want to get a Dba and i have to publish it in newspaper not sure how and what address i will put if my store is online

I will be starting a online business and decided to go with sole proprietor. And i have doing some research and i want to get a Dba and i know im supposed to publish it in a news paper but not really sure how and i know im supposed to put an address also for the newspaper but my business will be on... Read more »

Keith Kanouse
Keith Kanouse
answered on Aug 12, 2021

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 »

1 Answer | Asked in Contracts and Business Law for Florida on
Q: Do software company's have any obligation to support perpetual license holders?

I have a perpetual license for an industry specific design software. We've always been forced to pay a yearly maintenance/support fee. Even if we missed a year becasue we didn't need it, they'd back charge us when we wanted to re-institute the support. Now the company has moved to a... Read more »

Keith Kanouse
Keith Kanouse
answered on Jul 30, 2021

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

1 Answer | Asked in Business Formation for Florida on
Q: I filed an LLC in Orlando, Florida. I'm the operating owner and I listed my daughter as the AR-Authorized Representat.

Does the AR have to be listed as a member?

Keith Kanouse
Keith Kanouse
answered on May 20, 2021

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.

4 Answers | Asked in Business Formation and Business Law for Florida on
Q: Needs a Professional to help me register my LLC in Florida

Please, I am looking for an expert who can help me register my LLC with the state of Florida

Keith Kanouse
Keith Kanouse
answered on Apr 27, 2021

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.

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1 Answer | Asked in Business Formation for Florida on
Q: Forming a LLC in Florida to buy 2nd home, can I list condo address as the place of business before we take ownership?

We have not closed on second home condo. We want the condo to be owned by me and my wife's new LLC we are forming in Florida. On the LLC application, it asks for Place of business in Florida. Can we list the condo address as the Place of business before we technically own the condo? If we do,... Read more »

Keith Kanouse
Keith Kanouse
answered on Apr 23, 2021

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.

1 Answer | Asked in Business Formation and Business Law for Florida on
Q: Back in 2005, how would a Florida general partnership transfer its assets when it changes to a corporation?

If a Florida general partnership incorporated in 2005 to become an S-corp, what steps would they have had to take in order to properly transfer the partnership's assets to the corporation? Is there a Florida statute regarding how this is done or are assets just automatically transferred? Does... Read more »

Keith Kanouse
Keith Kanouse
answered on Apr 13, 2021

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 »

1 Answer | Asked in Business Law and Contracts for Florida on
Q: Hello, hope all is well. I have a question pertaining to a Florida LLC equity contract. Is this contract valid?

I have the Operating Agreement and Equity Contract.

Keith Kanouse
Keith Kanouse
answered on Mar 29, 2021

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.

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