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Florida Business Law Questions & Answers
1 Answer | Asked in Contracts, Business Law, Civil Litigation, Small Claims and Libel & Slander for Florida on
Q: Can I be sued, and if so what can I do?

I had a small pet sitting gig where I offer pet sitting services. I was contacted by a gentleman to overnight pet sit for 10 days (06/17 - 06/26). We agreed, he paid me 80% up front. (No contract signed, no witness to the agreement) My partner and I stayed from 06/17 - 06/19, and I stayed by myself... Read more »

Terrence H Thorgaard
Terrence H Thorgaard
answered on Jun 23, 2022

It appears that he is threatening to tell people bad things about you, not physically attack you or anything like that. Arguably it's a threat to defame (slander) you. Could you sue him if he did? I probably wouldn't bother.

Why should you care if the police won't make a...
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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 »

Jane Kim
Jane Kim
answered on Jun 23, 2022

It is not a trick question. You should mark the option that applies to you. Sounds like the members decided to dissolve it, so choose that option.

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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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1 Answer | Asked in Business Law, Consumer Law and Contracts for Florida on
Q: We have a air conditioning unit left on our property by a contractor, can we sell or give this away without repercussion

Contractor recommended this too big unit and could not get it to work correctly in our home. We received a refund of all monies paid however the contractor has not picked up the unit since returning our money 3 months ago. Can we legally sell this or give it away? Technically we do not own this... Read more »

James W. Martin
James W. Martin PRO label
answered on Jun 17, 2022

Florida Statutes Chapter 713 governs construction liens in Florida and allows contractors to obtain liens on real property and also allows materialmen to obtain liens on real property so it is possible that the contractor or its supplier could obtain a lien on the real property. Therefore, the... Read more »

1 Answer | Asked in Contracts and Business Law for Florida on
Q: Can a daycare sue me if we gave them a two week notice even though we signed up for the entire summer?

My daughter has been with this daycare for 4 years and this is her last summer camp with them. We need to take her out for financial reasons and we gave them a two week notice but since we signed a paper and initialed for the entire summer they are saying we have to pay for the entire summer. Can... Read more »

Charles M.  Baron
Charles M. Baron
answered on Jun 7, 2022

Whether the business would have a valid claim against you depends on the applicability and validity of the contract language at issue, as well as the validity of the entire contract. Therefore, it would be best for you to schedule a consultation with an attorney handling contract disputes. If the... Read more »

1 Answer | Asked in Business Law, Contracts and Consumer Law for Florida on
Q: What can I do if a car lot gave me a different car after I signed a contract for another one

I went to elder Ford and signed a contract for a truck. When I was going to leave the truck they brought me was not the truck I signed the contract for and they told me I signed for the lemon they brought me and omg what can I do about them scamming me

Charles M.  Baron
Charles M. Baron
answered on May 31, 2022

It depends on whether you signed a new contract accepting the different vehicle. If you did not, the dealer breached your contract, in which case you of course would have a legal remedy. Consult an attorney in your area handling auto dealer or consumer protection issues. Also, your county... Read more »

1 Answer | Asked in Business Law for Florida on
Q: If you run a non profit, can you sell items to help fund the organization?

For example, can a pet rescue sell dog bandanas and treats if the proceeds goes straight back into running the rescue (buying dog food or covering vet bills)?

Matthew Morris
Matthew Morris
answered on May 30, 2022

A short question that will probably never get you a short answer from a nonprofit lawyer. The IRS calls this "unrelated business income," and the rules about UBI can be pretty complex. Nonprofit lawyers and tax-exempt CPAs spend a lot of time trying to learn and navigate those rules.... Read more »

1 Answer | Asked in Business Law for Florida on
Q: If I am a tenant in a plaza and want to rent out two of the rooms inside my business am I legally able to do so?
Phillip William Gunthert
Phillip William Gunthert
answered on May 13, 2022

You better review your commercial lease agreement that you signed and were provided with, it is doubtful that this would be allowed in normal circumstances for a variety of reasons. You need to get a copy of the lease and read through it, and or get the help of a business attorney to review it with... Read more »

1 Answer | Asked in Business Law and Probate for Florida on
Q: Death of a partner and partnership interest.

A partner in an FL LLC/Partnership passed away. There were 2 partners. How can the spouse take over partnership interest of the partner who died? Can the spouse and existing partner change LLC members?

Phillip William Gunthert
Phillip William Gunthert
answered on May 12, 2022

You will have to review your LLC Operating Agreement that you drafted when you formed the LLC (this should address death of owenr) or you will want to look at the Florida default statutes on how to handle matters. If nothing is clear, a probate will have to be done for the deceased partner (will... Read more »

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?
Phillip William Gunthert
Phillip William Gunthert
answered on May 10, 2022

You would want to speak with a Florida Business Attorney and make changes to the LLC Operating Agreement and you would want to make any applicable changes to the Florida Department of State documents as they relate to business and ownership via an amendment probably as well.

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1 Answer | Asked in Business Law for Florida on
Q: I stopped operating my Florida LLC in February. I want to confirm that I don't need to file an annual report or pay a...

...late fee for missing the May 1 deadline. I have not yet formally filed to dissolve the LLC, but plan to next week. From the info on Florida's website, I assume I can file it and there will not be a penalty, but it would put my mind at ease if you could confirm that I'm correct.... Read more »

Jane Kim
Jane Kim
answered on May 7, 2022

The late fee is only if you decide to reinstate the LLC. Otherwise, there is no late fee, it will be dissolved involuntarily for failure to file an annual report. You can proactively pay a small fee and file articles of dissolution, but you do not have to.

1 Answer | Asked in Business Law for Florida on
Q: What is the exact meaning of "Final Judgment of no liability" in a proposed judgment. Court is in Florida.
Jane Kim
Jane Kim
answered on Apr 30, 2022

It means exactly what is says- no liability (in a lay person wording- not guilty).

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: When filing for an LLC is there a way to keep legal name private from public record?

I will be working under and doing business under a pen name and would like to keep my legal name as private as possible (I know there are limits to this) to separate this business from personal life. When filing for an LLC I understand that you can protect your address with a registered agent but... Read more »

Jane Kim
Jane Kim
answered on Apr 14, 2022

You can use series LLC, which would have to be registered in another state (FL does not have such a thing), then you register a business in FL. If you only register in FL, your name will have to be listed as an officer, but in other states it is not the same requirement.

Good luck.

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1 Answer | Asked in Business Law and Employment Law for Florida on
Q: I think it is a bit of a con that Publix only offers their employees Publix's private stock rather than any perks.

Like instead of giving employees a 5% discount or something, you can invest in our company to be an "owner" of our private stock. Essentially forcing all employees to invest in the company. Even part timers have to work over 1,000 hours in a year to get enrolled into their stock... Read more »

Domenic J. Celeste
PREMIUM
Domenic J. Celeste
answered on Apr 10, 2022

This question does not relate to workers' compensation, which deals with work-related injuries.

1 Answer | Asked in Business Law for Florida on
Q: Does a foreign LLC need a FL Certificate of Authority to rent real property if done by a FL management co.?

FL 607.1501(e) meaning of 'selling through independent contractor'

Terrence H Thorgaard
Terrence H Thorgaard
answered on Apr 9, 2022

While Florida Statute 607.1501 (2) (e) indeed provides that "selling through independent contractor" does not constitute the transaction of business, the rental (as a landlord) of real property is not the same as "selling". However Subsection (2) (m) also describes (as not... Read more »

1 Answer | Asked in Business Law for Florida on
Q: What does it mean to “give notice” to dissociate as a member under the FL Revised LLC Act 605.0601(1) and 605.0602(1)?

There are no operating agreements in place. Ex-business partners notified they company they intended to leave partnership via text and email. They provided the company an exact day when they intended the business partnership to end, and further notified the company in writing that they would be... Read more »

Bruce Alexander Minnick
Bruce Alexander Minnick
answered on Mar 25, 2022

There are two very different issues lurking in your combined question.

The statutory "sufficient notification" issue has nothing to do with the contractual issue of subsequent competition.

Regarding the sufficient notice issue, the main reason for the controlling statute...
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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 Employment Law, Contracts and Business Law for Florida on
Q: Refused to sign a termination agreement, can I get in trouble?

I went to pick up my final paycheck after quitting a few days ago due to paychecks bouncing for myself and other employees multiple times in a row. When I went to pick up check the owner had a packet of paperwork saying termination agreement and asked me to sign it saying it was just for W-2... Read more »

Terrence H Thorgaard
Terrence H Thorgaard
answered on Mar 11, 2022

If your employer had wanted you to sign such a document, they should have asked you to sign an employment agreement before your job was at an end. So no, you wisely choose not to sign it, although if you had you possibly would be able to argue that there was no consideration for the agreement and... Read more »

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 »

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