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Questions Answered by Keith Kanouse
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.

1 Answer | Asked in Consumer Law and Business Law for Florida on
Q: A retailer refunded me for a larger amount than what they were supposed to. In the state of florida can they persue me?
Keith Kanouse
Keith Kanouse answered on Mar 21, 2021

Yes they can if they want to but the right thing to do is to return the excess amount paid to you.

1 Answer | Asked in Business Formation for Florida on
Q: Can I legally work as a handyman in Florida without a license if I'm not doing contractor type work in residential homes

Because the State of Florida does not issue a handyman license for the small jobs that I'm trying to do there is no license form such as caulking windows Doors lawn maintenance fence repair kitchen cabinets and so forth being that the state does not issue handyman license is can I legally work... Read more »

Keith Kanouse
Keith Kanouse answered on Mar 19, 2021

Yes are correct but you may need a business (occupational( license in the county in which you do business. If you do business other than the name of your LLC you will have to comply with Florida's Fictitious Name Statute set for in Section 865.09 F.S.

1 Answer | Asked in Business Formation and Business Law for Florida on
Q: I had a LLC administratively dissolve in 2015. Can I create a new LLC with the same name instead of reinstatement?

No business was conducted from 2015-present under that name. No outstanding debts or contracts either. The name is really the only asset, but I don't want to pay $1000+ in fees. The name of the expired LLC is still available.

Keith Kanouse
Keith Kanouse answered on Feb 20, 2021

Yes you can.

1 Answer | Asked in Business Law and Contracts for Florida on
Q: Can a mobile home dealer raise there price after having a signed contract with them and promised delivery 6 months ago?
Keith Kanouse
Keith Kanouse answered on Jan 7, 2021

I doubt it but it all depends on the language of the contract. Without reading the contract, I cannot give you an opinion.

2 Answers | Asked in Estate Planning and Probate for Florida on
Q: What happens to the business property if the company was admin dissolved three years prior to death?

My father died with a Will but did not specify what to do with business property. He stopped paying the annual corp fee in 2016. But, continued to pay business taxes until 2020 before he died using that corporation.

Keith Kanouse
Keith Kanouse answered on Jan 6, 2021

Assuming your father was the only owner of the company, after dissolution he became a trustee of the property of the dissolved corporation and if there were no creditors owed anything, the business property would become part of his estate and transferred to his heirs in accordance with his will. I... Read more »

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2 Answers | Asked in Business Law and Contracts for Florida on
Q: May I use the fictitious name as heading in an End User License Agreement?

We are a small software company in Florida. We are planning to use the fictitious name as heading in the End User License Agreement (EULA) instead of the legal company name, but the legal company name is mentioned in the body of the agreement, for example, "Company A doing business as XYZ... Read more »

Keith Kanouse
Keith Kanouse answered on Dec 29, 2020

Yes if you comply with the requirements of Section 865.09 of the Florida Statutes first.

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2 Answers | Asked in Business Formation and Business Law for Florida on
Q: I am starting a clothing brand business and need to trademark a logo for my brand. How do I legally do this?
Keith Kanouse
Keith Kanouse answered on Dec 8, 2020

You need to go to USPTO.gov and from there you can try to do it yourself but I suggest you hire a trademark attorney.

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2 Answers | Asked in Business Law for Florida on
Q: Can I require my mini-storage customers to use auto-pay?

As a Mini-storage owner can I legally require my new and existing renters to be set up on auto-pay due to the imminent possibility of new lock-downs and Covid restrictions?

Keith Kanouse
Keith Kanouse answered on Nov 13, 2020

You will have to revise your current agreement to add auto-pay for future customers. For current customer the terms of the current agreement will have to be reviewed.

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1 Answer | Asked in Business Law for Florida on
Q: We are trying to buy an assisted living business in Florida. We just moved to Florida 1 month ago from utah.

We have been looking for a place since August online.we have spoken to several brokers over the past few months we signed with one of them but we found a place on our own. Do we have to keep this agent.

Keith Kanouse
Keith Kanouse answered on Nov 11, 2020

The answer depends on the terms of the agreement you have with the broker. You would have to e-mail a copy of the agreement before I could give you a definitive answer.

1 Answer | Asked in Business Formation, Business Law, Contracts and Government Contracts for Florida on
Q: I want to source hvac units and resell them to licensed installers locally. Am I able to sell them legally w/o license?

I would sell them to local small businesses that do ac repair and need hvac units for their customers. I do not have a license and wanted to know if I legally needed one to be able to buy and sell hvac in FL

Keith Kanouse
Keith Kanouse answered on Oct 7, 2020

I don't think you need a license from the Construction Industry Licensing Board but you would need an occupational license. You should also form an S corporation or LLC to protect you and have the manufacturer cover you under its product liability insurance..

2 Answers | Asked in Contracts and Business Law for Florida on
Q: Does 607.0102 require participation by all owners or can the majority owner act on this?

There are multiple owners of a school and one of them from the beginning was a financial contributor but has since been inactive and is not staying in contact, after multiple attempts. The remaining owners are active in the operation of the business and in constant contact regarding business... Read more »

Keith Kanouse
Keith Kanouse answered on Sep 8, 2020

You could have a special meeting of the shareholders after written notice to all shareholders as provided in your bylaws or just prepare a written consent of your intended actions signed by the shareholders owning a majority of the issue and outstanding shares in accordance with Section 607.0704.

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3 Answers | Asked in Business Law for Florida on
Q: I own a business with my family. We are fighting. How do we split the business or what rights do I have

Mom and me and my brother are listed as owners

Keith Kanouse
Keith Kanouse answered on Jun 25, 2020

If you are a corporation did you have a shareholders' agreement. If you are an LLC, do you have an operating agreement. Your rights would be explained in the agreement. If no agreement, then your rights would be set forth in a statute.

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