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Questions Answered by Keith Kanouse
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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3 Answers | Asked in Real Estate Law and Business Law for Florida on
Q: Can a realtor ask for their commission if we backed out of a sale and purchase?

My husband and I signed contracts to purchase a home and sell our house. We cancelled both 6 days later due to uncertainty over the immediate future of the economy. We offered to pay for the cost of marketing and the home inspection paid by the buyers of our home. But our realtor wants us to pay... Read more »

Keith Kanouse
Keith Kanouse answered on May 27, 2020

It depends on what your agreement with the broker provides. Also look for the Force Majeure provision (Acts of God excuses performance). Did you sign the contract before COVID-19?

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1 Answer | Asked in Business Law and Contracts for Florida on
Q: I never signed a contract with this company that is charging me monthly for tires and small fees, can I get my $$back?

I needed new tires and this company offers tires, that you can pay off in monthly payments ( if payed in 6 months there is no interest ) , but when I asked to see all the payments given ( about 3 months ) , only half of my money so far is paying for the actual tires and the other half are small... Read more »

Keith Kanouse
Keith Kanouse answered on May 19, 2020

Did you sign a purchase order for the tires, an invoice and any written document? Did you accept Terms and conditions over the Internet? If no, then they should not be charging you other fees.

2 Answers | Asked in Business Formation for Florida on
Q: Can I set up a dba under my name?
Keith Kanouse
Keith Kanouse answered on May 19, 2020

If you are operating a business as a sole proprietorship under your own name, there is no reason to do a Fictitious Name Registration. Look at Section 856.09 of the Florida Statutes.

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4 Answers | Asked in Uncategorized for Florida on
Q: Where can I find a Pro-Bono attorney?
Keith Kanouse
Keith Kanouse answered on May 1, 2020

Contact the legal aid office located probably in your county seat.

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1 Answer | Asked in Contracts and Business Law for Florida on
Q: OK so weve established that its expired but this what it says about it.

This contract is good for a term of three (3) years. Either party can terminate this agreement in writing with a thirty (30) day notice. Any deals, events, performances etc,,, that where done during the time of this contract will still be deemed a part of this contract and *** will be paid twenty... Read more »

Keith Kanouse
Keith Kanouse answered on Apr 22, 2020

If the contract has expired, then neither party has any further obligations to the other party except payment owed for bookings. Does the contract have any provisions that survive the expiration such as confidentiality, non-compete, indemnification, etc.?

1 Answer | Asked in Business Law for Florida on
Q: A contract I signed w/ a non-profit has an NDA. I am writing a demand for payment letter, can I send to board members?

I worked in Feb. as a freelance musician for an orchestra in Florida that now says they cannot pay what my contract says that I am owed. I am writing my pre-small-claims "demand for payment" letter & would like to cc the board to pressure them to make payment. I live in CA & would... Read more »

Keith Kanouse
Keith Kanouse answered on Apr 7, 2020

You should send it to the person listed in the Notices provision of the contract. If no Notice provision send it to the person who signed the contract on behalf of the non-profit. Do not copy the Board members.

2 Answers | Asked in Business Law for Florida on
Q: I loaned $250K to my son and his friend to start an LLC in FL. They have defaulted on the loan. The friend used LLC $

The friend used LLC funds to remodel his own home. What recourse do I have of collecting on the loan?

Keith Kanouse
Keith Kanouse answered on Apr 3, 2020

Do you have proof of the loan such as a promissory note? You have the right to sue him for the money he diverted from the LLC to himself plus the rest of the loan.

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3 Answers | Asked in Contracts and Business Law for Florida on
Q: What recourse do I have when I signed a contract to complete a project and they paid me less than what I billed for.

I was subcontracted for some IT work. I signed a contract and my billable hrs were below that max amount of billable hrs. I provided a weekly summary of the work I did and hrs worked. Everything went well until payment was due. The first excuse was they didn't approve my proposal which later... Read more »

Keith Kanouse
Keith Kanouse answered on Mar 30, 2020

I suggest you review the dispute resolution provisions of your contract. It probably requires you to file a collection suit in Small Claims Court in the County set forth in the contract..

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2 Answers | Asked in Business Formation for Florida on
Q: If I have an LLC registered in the state of Florida with multiple words in the name, can someone else register an LLC

Using a portion of the same words used in my LLC registration? Or, using the same words but in a different order?

Keith Kanouse
Keith Kanouse answered on Mar 23, 2020

If the Florida Division of Corporations accepted the name of the other company, you have problem particularly if you do not also have a Florida or Federal trademark registration.

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