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How to Protect Your Business Assets and Investments

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Small and mid-sized businesses form the backbone of our economy. According to data from the United States Small Business Administration (SBA), there are nearly three million businesses operating in Florida, with 99% having fewer than 25 employees. Owning, operating, and developing a small or mid-sized business is never easy. It is crucial that you have the right structure in place to protect your assets and your investments from liability risks. Here, our Coral Gables business lawyer provides an overview of key strategies for protecting your personal and professional interests in Florida. 

Every Company in Florida Requires the Proper Legal Structure 

A company that lacks the proper legal foundation is vulnerable. It could run into a number of different problems—and the business owner(s) could face significant liability risks. Assets and investments may not be properly protected. When forming a business in Florida, ensure that it has the right structure. Here is an overview of some of your most notable options for structuring your business in South Florida: 

  • Partnership: A partnership is a pass-through business entity. It is a sound legal structure for many types of businesses. As explained by the Florida Division of Corporations, there are several options for forming a partnership in the state, including general partnerships (GPs), Limited partnerships (LPs), and Limited Liability partnerships (LLPs). While a GP offers no real liability protection, an LLP offers some significant liability protection. 
  • Limited Liability Company (LLC): An LLC is a flexible, cost-effective entity that offers a number of different advantages to business owners, including liability protection. The owners of an LLC in Florida are called “members.” It may be the right option to protect your assets and your investment. 
  • S Corporation (S Corp): The Internal Revenue Service (IRS) explains that an S Corporation is a specialized type of corporate entity that allows for pass-through. In Florida, corporations must meet certain legal requirements to opt to be taxed as an S-Corp. This business entity offers considerable liability protection.  
  • C Corporation (C Corp): A Corporation is a traditional corporation. C Corps are the most complex and expensive to set up—but they offer the greatest growth potential and the strongest liability protection. The owners of a C Corp (shareholders) are wholly separate from the business itself. 

Many Florida Businesses Need an Operating, Shareholder, or Partnership Agreement

Depending on how your company is structured, you may need an operating agreement or a shareholder agreement. An operating agreement is crucial for LLCs in Florida with multiple members. A shareholder agreement is essential for S Corps and C Corps. A partnership agreement is for GPs, LPs, and LLPs. While there are some key differences between these types of contracts, the core goal is similar: Opearting, shareholder, and partnership agreements govern the internal operations of the business. Here are some notable advantages of a well-drafted operating agreement, shareholder agreement, or partnership agreement in Florida: 

  • Ensure that all owners know their rights and responsibilities; 
  • Avoid state-imposed default rules that may otherwise govern the company; 
  • Clearly define the financial interests—and duties—of all business owners; 
  • Allow you to maintain control over your business; 
  • Provide clear rules and regulations for business governance; 
  • Increase efficiency through clarity of internal operations; 
  • Reduce the risk of a dispute between business owners; 
  • Provide clear instructions for dispute resolution if a serious disagreement arises; 
  • Protect your assets and your investment should there be a major internal conflict; and
  • Eliminate potential problems regarding the transfer of business ownership.  

Your Commercial Lease Should Be Drafted and Reviewed By an Attorney

Is your business renting commercial space in South Florida? Whether it is for an office location, a retail location, industry use, or any other type of commercial purpose, it is imperative that you have a properly drafted lease agreement in place. Here is a key thing to know: Florida law provides far fewer legal protections to commercial tenants than to residential tenants. In effect, your rights and your responsibilities as a commercial tenant arise from the lease agreement itself. Here are some key things that may need to be addressed with a commercial lease in Florida: 

  • The total cost of the rent, including any revenue/profit-based payments; 
  • The duration of the commercial lease; 
  • Early termination rights or lease renewal rights; 
  • Common area maintenance (CAM) charges; 
  • Liability risks, including insurance coverage and indemnity provisions; and
  • Whether or not the business owner must personally guarantee the lease. 

A well-drafted commercial lease agreement can go a long way toward protecting your business investment. At the same time, a sloppy or disadvantageous league agreement could put your company in a financially challenging position. With commercial leases, it is best to be proactive. Florida’s commercial real estate market is competitive. An attorney can help to ensure that your lease agreement provides proper protection—both personally and professionally. 

Major Commercial Transactions Require a Well-Prepared Contract

For businesses in Florida, most significant commercial transitions are executed via contract. If you are involved in an important commercial relationship with a vendor, a supplier, or any other type of business, it is imperative that you have a well-drafted contract in place that effectively protects your best interests. Ideally, the other party will abide by the terms and conditions of the agreement, and there will not be any issues. That being said, disputes can arise for a wide variety of different reasons. Protect your assets and your investments by working with a Florida business lawyer who has the professional skills and legal expertise to draft, negotiate, and review commercial contracts. 

Contact Our South Florida Business Attorney for Help 

At Jacqueline A. Salcines, PA, our Florida business lawyer is dedicated to providing reliable, solutions-focused guidance and support to clients. If you have any questions about protecting your business assets or business investments, we are here as a legal resource. Call us at 305-669-5280 or connect with us online to arrange your confidential, no-obligation initial strategy session. From our Coral Gables law office, we provide business law services throughout South Florida. 

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BAD CHECK – WORTHLESS CHECK STATUTE IN FLORIDA

FLORIDA LITIGATION AND BUSINESS LAW ATTORNEY

What is a Worthless Check?
Under Florida law, any checks returned “NSF” (non-sufficient funds), “Account Closed” “Account Not Found” or “NSF Unless Otherwise Indicated is a worthless check subject to civil and criminal prosecution under Florida statutes. Checks stamped “Refer To Maker” or Uncollected Funds” may require additional investigation before being charged criminally.

Checks Stamped “Stop Payment” may be subject to civil and criminal prosecution, but are typically legitimate means of dealing with a contractual dispute. Unfortunately, it is against the law to stop payment on a check for any reason other than the check being lost. There types of matters can be handled in civil court, where the recipient is entitled to treble or three times the amount of the check in damages. This is under the Florida Worthless Check Statute.

Florida law gives the authority to either file a civil suit or prosecute the crime of passing worthless bank checks. The proper judicial circuit for the prosecution of this crime is usually the circuit in which the check was presented and accepted. The law requires that certain steps be taken by the recipient of a “worthless check” before the State Attorney begins prosecution.

If you are the victim of passing a worthless bank check, contact us. You will be required to first present a statutory 30 day letter, allowing them to replace the funds with certified funds or cash. After the passage of thirty (30) days, you can then file suit. Simultaneously, you can file a claim with the State Attorney for the judicial circuit in which the check was accepted and they will assist you in the recovery process.

If you are the victim of a worthless check, call us. We have been pursuing worthless checks in court for over 21 years. Filing a civil suit may be the best way to collect

What should I do to protect myself against being victimized by a worthless check?
Accepting a check as payment for goods or services is not mandatory. Insisting cash or certified checks and money orders is a legitimate option.If you decide to accept check as a form of payment, follow these guidelines:

  • Do not accept post-dated checks (checks dated for future or indeterminate dates).
    • These checks cannot be prosecuted for the crime of passing a worthless bank check if a bank dishonors them, but such checks may be resolved by a civil suit in small claims court.
  • Do not agree to hold a check, even for a few hours.
    • Accepting a check and agreeing to hold it indicates there are insufficient funds in the checking account at the time the check was presented, and if the check is dishonored by the bank, the matter cannot be prosecuted for the crime of passing a worthless bank check. The situation may be resolved in a small claims court civil suit.
  • Do not accept third-party checks.
    • If the person who wrote the check is not the person responsible for payment, the check may stolen or forged.
  • Ask for a form of picture identification—Driver’s License or identification issued by a governmental agency.
    • Examine the card carefully to make sure it has not been altered, and that the person on the ID is the same person from whom you are accepting the check. Note: Fake ID cards can be purchased through the mail or over the internet. Pay close attention to holograms and minor details to ensure the legitimacy of the ID.
  • Look for personal information on the check. If it is not already there, you may ask the person to write the following information on the front of the check:
    • Name:
    • Home address:
    • Home telephone number:
    • Date of Birth:
    • Race:
    • Height:
    • Place of employment:
    • Employer’s telephone number:
  • Make sure that information appearing on the check is the same as the information appearing on the ID card.
  • Make sure there is a signature on the check, and compare it with the signature on the ID card.
  • Review the check carefully. Make sure the check is made out for the proper amount, and that the amount of the check written by numbers is the same as the amount in words.
  • If the check presented is a company check or temporary check with no name or address printed on the check, have the person presenting the check PRINT their name under the signature line.
  • Verify available funds by calling the financial institution that maintains the checking account.
    • Remember: It is possible for there to be sufficient funds at the time of a call, but insufficient funds before the check is processed.

If you need help in collecting on a worthless bad check in Florida, give us a call. The first consultation is free and collection is usually done on a contingency basis.

Call us today.

TRUST | COMMITMENT | RESULTS

BAD CHECK – WORTHLESS CHECK STATUTE IN FLORIDA
Jacqueline A. Salcines, Esq.

Law Offices of Jacqueline A. Salcines, PA

706 S. Dixie Highway

Second Floor

Coral Gables, FL 33146

Tel: 305 669 5280

EMail: J.Salcines@salcineslaw.com

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