By: Aaron LeClair*

A fictitious name is any name you’re operating under that’s not the legal name of the company. The name you state in the articles of incorporation is your legal name, and a fictitious name is anything else you call yourself.

Most states require you have a fictitious name filing in the event that the name of your company isn’t in your title. For example, “Aaron LeClair Industries” would be perfectly acceptable in almost all states. Just “LeClair Consulting” would pass in a few, and “LeClair and Sons Consulting” would pass in none of them.

By: Ed Carter of Able Futures.

When you live with a disability, there are some vital steps you need to take in order to safeguard your family’s finances. Anticipating health and wellness needs is part of this process, but the other elements you need to consider can be broken down into these two planning areas.

Planning for Uncertainties in Your Future

By Frank N. Lago, Esq. and Aaron LeClair*

Step 1. Determine your Business Entity. There’s a ton of information on the internet regarding whether you should be a corporation or a limited liability company. We’re not going to cover that topic in this post as the considerations are too lengthy to enumerate in this article. Nonetheless, this blog will help you whether or not you decide on becoming a corporation or limited liability company.

Step 2. Create the Business Entity. The creation of an LLC in Florida is covered in Fla. Stat. Section 605, known as the Florida Revised Limited Liability Company Act. To form an LLC, the requirements are spelled out in Fla. Stat. Section 605.0201.

All jokes aside, when you sell your business the purchase price is usually paid in three ways.

First there’s the down payment that is made during the initial signing of the agreement, usually called the escrow, the earnest money, the deposit, whatever you want to call it. Usually 1%-10% of the deal price.

Secondly, there will be a cash portion, paid a closing to the Seller. Again, no real issues here.

Plainly put, a registered agent is a person or entity that receives service of process for a business entity (think limited liability company, corporation, not for profit corporation, partnership, etc.) The logic comes from the idea that business entities are incorporeal, literally meaning without a body. So if you wanted to sue the business entity, to whom would you give the summons, or complaint, or service of process if the entity has no body? Could you simply leave it at the front desk of the principal address of the entity? Imagine slipping and falling in a fast food restaurant, who would you sue? Could you go back to the fast food joint and simply leave the complaint or summons on the window? Needless to say, without registered agents, the way law suits would start would get ugly. So, the state of Florida and every other state created the institution of the registered agent. The registered agent is a person designated to receive such notice on behalf of the business entity. Thereby, avoiding many of the issues I’ve noted above.

Usually, you can serve as your own registered agent, so long as you are in the state that you are conducting business in. So, if you are registered to do business in Florida, and you live in Florida, you can be your own registered agent. However, if you are registered to do business in another state and live in Florida, you need to hire a registered agent in that state. Namely because the registered agent has to be in the state in which you are operating the business. Lots of people form businesses in Delaware but, don’t live there. For those who don’t live there, they need to hire a company, like CT Corporation, to act as their registered agent.

Bay Area Corporate Counsel, a Tampa Bay business law firm and I, a business attorney, act as registered agent for many of my clients. Usually my clients feel more comfortable knowing that if they are served with a law suit, that I will get it first and contact them and they don’t have to worry about missing the notice. You only have 20 days to respond to the notice, so you really don’t want to miss it.

If you have found this post I encourage you, if you haven’t already to read Part 1. This post and its predecessor explains just a few of the provisions in a standard purchase agreement for a business.

  1. What is the Purchase Price? But, more importantly, are there any adjustments?

It is common in the purchase of the assets of a company to adjust the purchase price for inventory at the time of sale. Below are some sample clauses of how buyers and sellers deal with inventory:

close-up-contract-document-48148-300x199 The title of this post is misleading, all clauses in a purchase agreement are important. But, there are a few that are usually more argued over than others. Here is some information to improve the purchase agreement and protect yourself. This is part 1 of a series of blog post that will help you analyze your purchase agreements. When in doubt, consult a business attorney. Bay Area Corporate Counsel, in Tampa, Florida can help.

  1. Who is entering into the agreement?

A business selling its assets must be the “seller” because it is the owner of the assets. The owner of the assets is the business, not the individual that owns the business and therefore the business should be listed as the seller. Example. Buyer is buying a restaurant. Restaurant, LLC is the owner of the assets and should be listed as the seller, not Owner of Restaurant, LLC.

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