Year: 2013

On a sunny, summer day in 2010, I received a panicked call from a client. His 23-year old daughter had been riding in the back…

For those intending to form a closely held operating business in Florida, the entity of choice, in most cases, will be a limited liability company (LLC) that elects to be taxed as a Subchapter S corporation.

Following the issuance of “check the box” regulations in 1997, eligible entities (including eligible LLCs) have been able to select their federal tax classification. Eligible entities, such as the LLC, may elect to be taxed as a C corporation, an S corporation, a partnership, or, in the case of single member LLCs, a disregarded entity. As a result, since 1997 practitioners have been able to select the best combination of state law attributes and federal tax treatment to achieve a legal structure suited to the particular needs of a business.

Recently, our firm had the pleasure of handling a file which involved the potential creation of a purchase money lien on personal property. Our client sold a business and took back a lien on the personal property of the business. The lien was to secure the payment of a note. The new business owner was going to pay our client over time for purchasing the business. In addition to the lien by the seller on the buyer’s property, the buyer also obtained an Small Business Administration (SBA) loan to purchase the business. Our client originally thought that he held a first mortgage as a result of his purchase money lien on the sale. In fact, the statutory procedures for the creation of a purchase money security interest were not followed, and as a result, the client holds a second mortgage on the personal property second to the SBA.

Have you ever pondered leaving your present employer and purchasing a business? Have you ever thought about expanding your existing business through the acquisition of another company? If so, read on.

There are numerous companies that act as business brokers in the Tampa Bay and Florida areas. These companies provide the contact information necessary to determine the types and availability of businesses for sale in your area. These businesses range in size as well as type. The business broker however, does not provide advice in reference to the viability of the business. For such advice, the purchaser of a business might consider contacting either a business valuator or a business consultant of some kind. In addition, in obtaining financing, a business consultant can be a valuable tool in assisting and drafting a plan for your business after review of the financial statements. Of course all of these consultants as well as your attorney will charge for their services. Such charges may seem expensive at the outset, however, the assurance of having professionals review the acquisition at the outset will save much heartache in the future.

In February of 1990, Terri Schiavo was a 26 year-old women who suffered a cardiac arrest and fell into what some physicians characterize as a persistent vegetative state. Since that time, her name has been the subject of a law, lawsuits, hundreds of news reports, thousands of articles and countless websites. Despite all the reports and writings, we still do not know who Terri is. We may never know.

However, we know her legacy. We will remember Terri as the woman who was caught between her parents and husband who were fighting over whether she lived or died. I do not believe this is the legacy Terri or anyone would choose. You, unlike Terri, can choose your legacy by obtaining a living will.

Joe and Mary decided to move to Florida to purchase their waterfront dream home. They had worked for many years to save enough money to retire in the lifestyle to which they had become accustomed. They sold their home up north and took the proceeds of that sale to buy the house in St. Petersburg. They worked extensively to locate the perfect retirement home. After examining the real estate market in the Tampa Bay area, they decided that the Boca Ciega Bay area in south St. Petersburg would be the right place. After signing the standard real estate contract, the real estate agent sent them directly to a title company to assist in the closing. They looked at a survey at the closing but they did not closely review it. They also obtained a copy of a Title Insurance Commitment at the closing, which they also did not closely review. At the closing, everything went smoothly. The sellers were friendly, the realtors were cordial and the closing agent seemed to know what he was doing. Unfortunately, no one at the closing really knew what they were doing.